Common use of Requests for Borrowings Clause in Contracts

Requests for Borrowings. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 5 contracts

Samples: First Lien Credit Agreement (Isos Acquisition Corp.), Security Agreement (Isos Acquisition Corp.), Fourth Amendment (Isos Acquisition Corp.)

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Requests for Borrowings. Each (a) To request a Borrowing, each conversion the Borrower shall notify the Applicable Administrative Agent of Loans from one Type to such request by: (a) telephone or (b) delivery (by hand delivery, facsimile or other electronic transmission) of a written Borrowing Request signed by the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable Borrower; provided that any telephonic notice by the Borrower must be confirmed immediately by delivery to the Applicable Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)a written Borrowing Request. Each such notice must be in writing or by telephone received, (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (Ba) not later than 10:00 a.m. a.m., New York City time, three Business Days before the requested date of a proposed Borrowing denominated in Dollars to which the Term SOFR Rate Option or Daily Simple SOFR Option applies or the conversion to or the renewal of any such BorrowingInterest Rate Option for any Loans denominated in Dollars, (ii) not later than 10:00 a.m., New York City time, four Business Days before the date of a proposed Revolving Borrowing denominated in Alternative Currencies to which the Term Rate Loan Option or Daily Simple RFR Option applies, or the conversion to or continuationrenewal of a Term Rate Loan Option or Daily Simple SOFR Option for any Revolving Loans denominated in Alternative Currencies, and (iii) not later than 10:00 a.m., New York City time, on the Administrative Agent shall notify same Business Day of the Borrower whether date of a proposed Borrowing to which the Base Rate Option applies or not the requested last day of the preceding Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to the conversion to the Base Rate Option for any Loan. Each such Borrowing Request shall be irrevocable (provided that a Borrowing Request may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked by the Borrower pursuant to this Section 2.03 shall be delivered (by notice to the Applicable Administrative Agent in on or prior to the form specified effective date of a written Borrowing Request, appropriately completed termination) if such condition is not satisfied) upon delivery and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02information:

Appears in 4 contracts

Samples: Credit Agreement (Koppers Holdings Inc.), Credit Agreement (Koppers Holdings Inc.), Credit Agreement (Koppers Holdings Inc.)

Requests for Borrowings. Each BorrowingBorrowing in respect of the Term Facility, each Borrowing in respect of the Revolving Facility, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Rate Loans or BA Rate Loans shall be made upon irrevocable notice by the Borrower Representative to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)Agent. Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax email or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 2:00 p.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. (x) one Business Day Days in the case of any Borrowing of LIBO Rate Loans Borrowing to be made on the Closing DateDate and (y) and four Business Days in the case of any LIBO Rate Borrowing in any Alternate Currency), (ii) 2:00 p.m. three Business Days prior to the requested day of any Borrowing, conversion or continuation of BA Rate Loans or (iii) 12:00 p.m. on the requested date of any Borrowing of ABR Loans or conversion to ABR Canadian Prime Rate Loans (other than Swingline Loans in the case of ABR Loans and Canadian Prime Rate Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the (i) any Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period” or (ii) any Borrower wishes to request BA Rate Loans having a BA Period of other than one, two, three or six months in duration as provided in the definition of “BA Period,” (A) the applicable notice from the Borrower Representative must be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent)continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period or BA Period, as applicable, is acceptable to them and (B) not later than 10:00 a.m. 2:00 p.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower Representative whether or not the requested Interest Period has been consented or BA Period, as applicable, is agreed to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower Representative pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the BorrowerBorrower Representative. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 4 contracts

Samples: Security Agreement (Knowlton Development Corp Inc), Credit Agreement (Knowlton Development Corp Inc), Security Agreement (Knowlton Development Parent, Inc.)

Requests for Borrowings. (a) Each Term Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, other and each continuation of LIBO Adjusted Eurocurrency Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)Agent. Each such notice is irrevocable and must be in writing the form of a written Borrowing Request or Interest Election Request, as the case may be, appropriately completed and signed by a Responsible Officer of the Borrower or by telephone (and promptly confirmed in writingby delivery of a written Borrowing Request or Interest Election Request, appropriately completed and signed by a Responsible Officer of the Borrower) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Adjusted Eurocurrency Rate Loans (or 12:00 p.m. one Business Day in the case of any Term Borrowing of LIBO that is an Adjusted Eurocurrency Rate Loans Borrowing to be made on the Closing Date) or any conversion of ABR Loans to Adjusted Eurocurrency Rate Loans and (ii) on 2:00 p.m. one Business Day prior to the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Adjusted Eurocurrency Rate Loans having an Interest Period of other than oneone (1), twotwo (2), three (3) or six (6) months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four (4) Business Days prior to the requested date of such the relevant Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. 12:00 p.m. three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:.

Appears in 4 contracts

Samples: First Lien Credit Agreement (Waystar Holding Corp.), First Lien Credit Agreement (Waystar Holding Corp.), First Lien Credit Agreement (Waystar Holding Corp.)

Requests for Borrowings. Each (1) To request a Revolving Facility Borrowing, each conversion of Loans from one Type (a) with respect to any initial ABR Borrowing on the otherClosing Date, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower will deliver to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) a Borrowing Request not later than 12:00 p.m. (i) three Business Days prior to the requested day of any Borrowing of2:00 p.m., conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. New York City time, one Business Day in before the case of any Borrowing of LIBO Rate Loans to be made on the anticipated Closing Date) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation Date (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice may agree in its sole discretion), requesting that the Lenders make the Loans on the Closing Date; provided that such Borrowing Request may be conditioned upon occurrence of the Closing Date and (b) with respect to any other Borrowing, the appropriate Lenders Borrower will notify the Administrative Agent of such request and determine whether by telephone (i) in the requested Interest Period is acceptable to them and (B) case of a Eurocurrency Revolving Facility Borrowing, not later than 10:00 a.m. 1:30 p.m., New York City time, three Business Days before the requested date of the proposed Borrowing (or such Borrowing, conversion or continuation, later time as the Administrative Agent shall notify may agree in its sole discretion) or (ii) in the Borrower whether or case of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the requested Interest Period has been consented date of the proposed Borrowing; provided that any such notice of an ABR Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by all Section 2.05(5) may be given not later than 12:00 noon, New York City time, on the appropriate Lendersdate of the proposed Borrowing. Each written notice (such telephonic Borrowing Request will be irrevocable and will be confirmed promptly by hand delivery, facsimile or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered e mail to the Administrative Agent of a written Borrowing Request substantially in the form of a written Borrowing Request, appropriately completed Exhibit D-1 and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:.

Appears in 4 contracts

Samples: Revolving Credit Agreement (PET Acquisition LLC), Revolving Credit Agreement (PET Acquisition LLC), First Amendment Agreement (PET Acquisition LLC)

Requests for Borrowings. Each To request a Revolving Facility Borrowing and/or a Term Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to shall notify the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be request (as provided in writing or Section 9.01) by telephone (and promptly confirmed a) in writing) and must be received by the Administrative Agent (by hand deliverycase of a Eurocurrency Borrowing, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. p.m., Local Time, three Business Days before the date of the proposed Borrowing, (b) in the case of an ABR Term Loan Borrowing, not later than 12:00 p.m., Local Time, one Business Day before the date of the proposed Borrowing, and (c) in the case of an ABR Revolving Borrowing, not later than 11:00 a.m., Local Time, on the Business Day of the proposed Borrowing; provided that (i) three Business Days prior any such notice of an ABR Revolving Borrowing to finance the requested day reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 11:00 a.m., Local Time, on the date of the proposed Borrowing and (ii) any such notice of a borrowing under an Incremental Revolving Facility Commitment or an Incremental Term Borrowing of, conversion to or continuation of LIBO Rate Loans may be given at such time as provided in the applicable Incremental Assumption Agreement. Each such telephonic Borrowing Request shall be irrevocable (or 12:00 p.m. one Business Day other than in the case of any Borrowing notice given in respect of LIBO Rate Loans to be made on the Closing Date) and (ii) on , which may be conditioned upon the requested date consummation of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (the Business Combination or, in each casethe case of notice given in respect of Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, such later time as shall which may be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration conditioned as provided in the definition of “Interest Period,” (Aapplicable Incremental Assumption Agreement) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered confirmed promptly by hand delivery or electronic means to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and Request signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 3 contracts

Samples: First Lien Credit Agreement (Exela Technologies, Inc.), First Lien Credit Agreement (Exela Technologies, Inc.), First Lien Credit Agreement (Exela Technologies, Inc.)

Requests for Borrowings. Each BorrowingTo request a Borrowing (other than a Swingline Loan, each conversion of Loans from one Type which is requested pursuant to the otherSection 2.04), and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to Representative shall notify the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be request either in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent delivery of a Borrowing Request (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. signed by the Borrower Representative or by telephone (ia) three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of a LIBO Rate Loans Borrowing, not later than 1:00 p.m., three Business Days (or, in the case of a LIBO Rate Borrowing to be made on the Closing Date or the Third Amendment Effective Date, two Business Days) and (ii) on before the requested date of the proposed Borrowing or (b) in the case of an ABR Borrowing (including any such notice of an ABR Borrowing to finance the reimbursement of or conversion to ABR Loans (other an LC Disbursement as contemplated by Section 2.05(e)), not later than Swingline Loans) 1:00 p.m., one Business Day before the date of the proposed Borrowing (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided. The Borrowers shall be deemed to have requested an ABR Borrowing (without being required to satisfy or being deemed to have satisfied the conditions in Section 4.02) on the fifth Business Day following the making of any Swingline Loan, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period proceeds of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must which shall be received applied by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of repay such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate LendersLoans. Each written notice (or confirmation of telephonic notice) with respect to a such Borrowing by the Borrower pursuant to this Section 2.03 Request shall be delivered irrevocable and, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and Request signed by a Responsible Officer of the BorrowerBorrower Representative. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 3 contracts

Samples: Credit Agreement (Osmotica Pharmaceuticals PLC), Credit Agreement (Osmotica Pharmaceuticals PLC), Credit Agreement (Osmotica Pharmaceuticals LTD)

Requests for Borrowings. (a) Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Adjusted Eurocurrency Rate Loans shall be made upon irrevocable notice by the Administrative Borrower to the Administrative Agent, which may be given by (A) telephone or (B) a Borrowing Request; provided that any telephonic notice must be promptly confirmed in writing by delivery to the Administrative Agent of a Borrowing Request (provided that notices in respect of the Term Loan Borrowings and/or any Borrowings Revolving Loan Borrowing (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition Closing Date Merger and (y) to be made in connection with any acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisitionPermitted Acquisition, permitted Investment or permitted irrevocable repayment, repayment or redemption or refinancing of such Indebtedness). Each such notice must be in writing the form of a Borrowing Request or Interest Election Request, as the case may be, appropriately completed and signed by a Responsible Officer of the Administrative Borrower or by telephone (and promptly confirmed in writingby delivery of a written Borrowing Request or Interest Election Request, appropriately completed and signed by a Responsible Officer of the Administrative Borrower) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif.tiff”)) not later than 12:00 p.m. (i) 1:00 p.m. three Business Days prior to the requested day date of any Borrowing of, conversion to of or continuation of LIBO Adjusted Eurocurrency Rate Loans (or 12:00 p.m. one (x) two Business Day Days in the case of any Adjusted Eurocurrency Rate Borrowing of LIBO Rate Loans to be made on the Closing DateDate and (y) four Business Days in the case of any Adjusted Eurocurrency Rate Borrowing in any Alternate Currency other than Sterling or Euros) or any conversion of ABR Loans to Adjusted Eurocurrency Rate Loans and (ii) 12:00 p.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is reasonably acceptable to the Administrative Agent); providedprovided that, however, that if the Administrative Borrower wishes to request LIBO Adjusted Eurocurrency Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Administrative Borrower must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. 12:00 p.m. three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Administrative Borrower whether or not the requested Interest Period is available to and has been consented to approved by all the appropriate Lenders. Each written notice Lenders (such approval not to be unreasonably withheld or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:delayed).

Appears in 3 contracts

Samples: Credit Agreement (Syneos Health, Inc.), Credit Agreement (INC Research Holdings, Inc.), Credit Agreement (Syneos Health, Inc.)

Requests for Borrowings. Each BorrowingBorrowing in respect of the Term Facility, each Borrowing in respect of any Additional Revolving Facility, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)Agent. Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and or (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent)continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate relevant Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented available to by all the appropriate relevant Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 3 contracts

Samples: Fourth Amendment Agreement (PQ Group Holdings Inc.), Patent Security Agreement (PQ Group Holdings Inc.), Third Amendment Agreement (PQ Group Holdings Inc.)

Requests for Borrowings. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans Borrowing shall be made upon irrevocable notice by the Borrower to the Administrative Agent occur on written or telephonic request (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed immediately in writing) to the Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Administrative Agent (by hand deliveryand in the case of a LIBO Rate Advance denominated in a Committed Currency, fax or other electronic transmission to the London Sub-Agent) (including “.pdf” or “.tif”)i) not later than 12:00 p.m. (i) three Business Days prior 1:00 P.M. on the day that such Borrowing is to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day be made in the case of any a Borrowing of LIBO that is to bear interest initially at the Floating Rate Loans to be made on the Closing Date) and or (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four A.M. on the day three Business Days prior before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Borrowing Minimum or a multiple thereof and shall consist of Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Borrowing shall specify the requested (i) date of such Borrowing, conversion or continuation (or ii) whether the Advances comprising such later time as is acceptable Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Borrowing, and (iv) in the Administrative Agent)case of a Borrowing consisting of LIBO Rate Advances, whereupon initial Interest Period and currency for each such Advance. Upon receipt of any such request, the Administrative Agent shall give prompt notice to notify the appropriate Lenders Banks of the intended Borrowing no later than 2:00 P.M. on the date such request and determine whether for such Borrowing is received by the Agent. At or before 3:00 P.M. on the date the requested Interest Period Borrowing is acceptable to them be made, in the case of a Borrowing consisting of Advances denominated in Dollars, and before 11:00 A.M. (BLondon time) not later than 10:00 a.m. three Business Days before on the requested date of such Borrowing, conversion or continuationin the case of a Borrowing consisting of Advances denominated in any Committed Currency, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent's Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Administrative Agent shall notify disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower whether or may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the requested Interest Period Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has been consented made such portion available to by all the appropriate Lenders. Each written notice (or confirmation Agent on the date of telephonic notice) such Borrowing in accordance with respect this Section 6.1 and the Agent may, in reliance upon such assumption, make available to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered on such date a corresponding amount. If and to the Administrative extent that such Bank shall not have so made such ratable portion available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer case of the Borrower, the interest rate applicable at the time to such Advances comprising such Borrowing and (ii) in the case of such Bank, (A) the NYFRB Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. Each If such telephonic and written Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Advance as part of such Borrowing Request shall specify the following information in compliance with Section 2.02:for purposes of this Agreement.

Appears in 3 contracts

Samples: Credit Agreement (3m Co), Five Year Credit Agreement (3m Co), Credit Agreement (3m Co)

Requests for Borrowings. Each To request a Revolving Facility Borrowing and/or a Term Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to shall notify the Administrative Agent of such request electronically (provided that notices a) in respect the case of any Borrowings a Eurocurrency Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing or (xb) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of the proposed Borrowing; provided, that, (i) to be made request a Eurocurrency Borrowing or ABR Borrowing on the Closing Date may be conditioned on Date, the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by Borrower shall notify the Administrative Agent (of such request by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) telephone not later than 12:00 p.m. (i) three noon, New York City time, one Business Days Day prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation Date (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt may agree), (ii) any such notice of an ABR Revolving Facility Borrowing to finance the appropriate Lenders reimbursement of such request and determine whether the requested Interest Period is acceptable to them and (Ban L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 10:00 a.m. three Business Days before a.m., New York City time, on the requested date of the proposed Borrowing and (iii) any such Borrowing, conversion notice of an Incremental Revolving Borrowing or continuation, Incremental Term Borrowing may be given at such time as provided in the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lendersapplicable Incremental Assumption Agreement. Each written notice (or confirmation of such telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 Request shall be delivered irrevocable (other than in the case of any notice given in respect of the Closing Date, or, in the case of notice given in respect of Incremental Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and Request signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 3 contracts

Samples: Credit Agreement (Driven Brands Holdings Inc.), Intercreditor Agreement (Driven Brands Holdings Inc.), Credit Agreement (Driven Brands Holdings Inc.)

Requests for Borrowings. Each To request a Borrowing, each a conversion of Loans from one Type to the other, and each other or a continuation of LIBO Rate Loans Eurocurrency Loans, the applicable Borrower, or the Company on behalf of the applicable Borrower, shall be made upon irrevocable notice by the Borrower to notify the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date such request, which may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisitiongiven by telephone, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 2:00 p.m., New York City time, three Business Days prior to the requested day date of any Borrowing of, conversion to or continuation of LIBO Rate Eurocurrency Loans (other than any Eurocurrency Loans denominated in a Special Notice Currency) or 12:00 p.m. one of any conversion of Eurocurrency Loans (other than any Eurocurrency Loans denominated in a Special Notice Currency) to Base Rate Loans, (ii) 2:00 p.m., New York City time, four Business Day Days in the case of Eurocurrency Loans denominated in a Special Notice Currency prior to the requested date of any Borrowing or continuation of LIBO Rate Eurocurrency Loans to be made on the Closing Date) denominated in a Special Notice Currency, and (iiiii) 1:00 p.m., New York City time, on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Base Rate Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the such Borrower wishes to request LIBO Rate Eurocurrency Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. (i) four Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Loans (other than any Eurocurrency Loans denominated in a Special Notice Currency), or such later time as is acceptable (ii) five Business Days prior to the Administrative Agent)requested date of such Borrowing, conversion or continuation of Eurocurrency Loans denominated in a Special Notice Currency, whereupon the Administrative Agent shall give prompt notice to the appropriate applicable Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not all of them. Not later than 10:00 a.m. 2:00 p.m., (i) three Business Days before prior to the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency Loans (other than any Eurocurrency Loans denominated in a Special Notice Currency), or (ii) four Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Loans denominated in a Special Notice Currency, the Administrative Agent shall notify the applicable Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the appropriate applicable Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 Request shall be delivered irrevocable and, in the case of a telephonic Borrowing Request, shall be confirmed promptly by hand delivery or telecopy or transmission by electronic communication in accordance with Section 9.01(b) to the Administrative Agent in the form of a written Borrowing Request, appropriately completed Request in a form attached hereto as Exhibit E and signed by a Responsible Officer the applicable Borrower, or the Company on behalf of the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 3 contracts

Samples: Credit Agreement (Dole PLC), Credit Agreement (Dole PLC), Assignment and Assumption (Dole Food Co Inc)

Requests for Borrowings. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Eurocurrency Loans shall be made upon the Borrower’s irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date Agent, which may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)given by telephone. Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 (i) 1:00 p.m. (iNew York City time) three Business Days prior to the requested day date of any Borrowing of, conversion to or continuation of LIBO Rate Eurocurrency Loans denominated in Dollars or any conversion of ABR Loans to Eurocurrency Loans, (or 12:00 ii) 1:00 p.m. one (New York City time) four Business Day in Days prior to the case requested date of any Borrowing or continuation of LIBO Rate Eurocurrency Loans to be made on the Closing Date) denominated in an Alternative Currency and (iiiii) 11:00 a.m. (New York City time) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Eurocurrency Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent)continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not all of them. Not later than 10:00 a.m. 11:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, 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 appropriate Lenders. Each written telephonic notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall 2.03(a) must be delivered confirmed promptly by delivery to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing of, conversion to or continuation of Eurocurrency Loans shall be a Dollar Equivalent of approximately $1,000,000 or a whole multiple of approximately $500,000 in excess thereof. Except as provided in Section 2.05, each Borrowing of or conversion to ABR Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Borrowing Request (whether telephonic or written) shall specify (i) whether the following information Borrower is requesting a Borrowing of Revolving Loans, a conversion of Revolving Loans from one Type to the other, or a continuation of Eurocurrency Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the currency in compliance which the Loans to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or to which existing Revolving Loans are to be converted and (vi) if applicable, the duration of the Interest Period with Section 2.02:respect thereto. If the Borrower fails to specify a Type of Loan in a Borrowing Request or fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Loans shall be made as, or converted to, ABR Loans (unless the Loan being made or continued is denominated in an Alternative Currency, in which case it shall be made or continued as a Eurocurrency Loan with an Interest Period of one month). Any such automatic conversion to ABR Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Loans in any such Borrowing Request, but fails to specify an Interest Period (or fails to give a timely notice requesting a continuation of Eurocurrency Loans denominated in an Alternative Currency), it will be deemed to have specified an Interest Period of one month. If no currency is specified in a Borrowing Request, the requested Borrowing shall be in Dollars.

Appears in 2 contracts

Samples: Credit Agreement (Tradeweb Markets Inc.), Credit Agreement (Tradeweb Markets Inc.)

Requests for Borrowings. (a) Each Term Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, other and each continuation of LIBO Rate Adjusted Term SOFR Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)Agent. Each such notice is irrevocable and must be in writing the form of a written Borrowing Request or Interest Election Request, as the case may be, appropriately completed and signed by a Responsible Officer of the Borrower or by telephone (and promptly confirmed in writingby delivery of a written Borrowing Request or Interest Election Request, appropriately completed and signed by a Responsible Officer of the Borrower) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 1:00 p.m. three U.S. Government Securities Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Adjusted Term SOFR Loans or any conversion of ABR Loans to Adjusted Term SOFR Loans and (or 12:00 ii) 2:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans prior to be made on the Closing Date) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Adjusted Term SOFR Loans having an Interest Period of other than one, twoone (1), three (3) or six (6) months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four (4) Business Days prior to the requested date of such the relevant Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. 12:00 p.m. three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:.

Appears in 2 contracts

Samples: First Lien Credit Agreement (Waystar Holding Corp.), First Lien Credit Agreement (Waystar Holding Corp.)

Requests for Borrowings. (a) Each Term Borrowing, each Revolving Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, other and each continuation of LIBO Adjusted Eurocurrency Rate Loans shall be made upon irrevocable notice by the applicable Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)Agent. Each such notice is irrevocable and must be in writing the form of a written Borrowing Request or Interest Election Request, as the case may be, appropriately completed and signed by a Responsible Officer of the Parent Borrower or by telephone (and promptly confirmed in writingby delivery of a written Borrowing Request or Interest Election Request, appropriately completed and signed by a Responsible Officer of the Parent Borrower) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Adjusted Eurocurrency Rate Loans (or 12:00 p.m. one Business Day in the case of any Adjusted Eurocurrency Rate Borrowing of LIBO Rate Loans to be made on the Closing Date) or any conversion of ABR Loans to Adjusted Eurocurrency Rate Loans and (ii) 12:00 p.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is acceptable to the Administrative Agent); provided, however, that if the applicable Borrower wishes to request LIBO Adjusted Eurocurrency Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Parent Borrower must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four Business Days prior to the requested date of such the relevant Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. 12:00 p.m. three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Parent Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:.

Appears in 2 contracts

Samples: Intercreditor Agreement (Certara, Inc.), Credit Agreement (Certara, Inc.)

Requests for Borrowings. Each To request a Borrowing, each a conversion of Loans from one Type to the other, and each other or a continuation of LIBO Rate Loans shall be made upon irrevocable notice by Eurocurrency Loans, the Borrower to shall notify the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date such request, which may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisitiongiven by telephone, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 1:00 p.m., New York City time, three Business Days prior to the requested day date of any Borrowing of, conversion to or continuation of LIBO Rate Eurocurrency Loans (or 12:00 p.m. one Business Day in the case of any Borrowing conversion of LIBO Rate Eurocurrency Loans to be made on the Closing Date) Base Rate Loans, and (ii) 12:00 noon, New York City time, on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Base Rate Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Eurocurrency Loans having an Interest Period of other than one, two, three or six twelve months in duration as provided in the definition of “Interest Period,” (Ax) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m., New York City time, four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent)of Eurocurrency Loans, whereupon the Administrative Agent shall give prompt notice to the appropriate applicable Lenders of such request and determine whether the requested Interest Period is acceptable available to all of them and (By) not later than 10:00 a.m. 1:00 p.m., New York City time, three Business Days before the requested date of such Borrowing, conversion or continuationcontinuation of Eurocurrency 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 appropriate applicable Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 Request shall be delivered irrevocable and, in the case of a telephonic Borrowing Request, shall be confirmed promptly by hand delivery or telecopy or transmission by electronic communication in accordance with Section 9.01(b) to the Administrative Agent of a written Borrowing Request substantially in the form of a written Borrowing Request, appropriately completed Exhibit E and signed by a Responsible Officer of the Borrower; provided that such Borrowing Request may state that it is conditioned upon the occurrence of any specified event, in which case, subject to Section 2.15, such Borrowing Request may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the date for borrowing specified therein) if such condition is not satisfied. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 2 contracts

Samples: Second Restatement Agreement (Cable One, Inc.), Restatement Agreement (Cable One, Inc.)

Requests for Borrowings. (a) Each Term Borrowing, each Revolving Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Eurodollar Rate Loans shall be made upon irrevocable notice by the relevant Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)Agent. Each such notice must be in writing the form of a written Borrowing Request or Interest Election Request, as the case may be, appropriately completed and signed by a Responsible Officer of the relevant Borrower or by telephone (and promptly confirmed in writingby delivery of a written Borrowing Request or Interest Election Request, appropriately completed and signed by a Responsible Officer of the relevant Borrower) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Eurodollar Rate Loans (or 12:00 p.m. one two Business Day Days in the case of any Eurodollar Rate Borrowing of LIBO Rate Loans to be made on the Closing Date) or any conversion of ABR Loans to Eurodollar Rate Loans, and (ii) 10:00 a.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is acceptable to the Administrative Agent); provided, however, provided that if the relevant Borrower wishes to request LIBO Eurodollar Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” ”, (A) the applicable notice from the relevant Borrower must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation the relevant Borrowing (or such later time as is acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. 12:00 p.m. three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the relevant Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:.

Appears in 2 contracts

Samples: Credit Agreement (Brookfield Property REIT Inc.), Credit Agreement (Brookfield Property REIT Inc.)

Requests for Borrowings. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans Borrowing shall be made upon irrevocable notice by the Borrower to the Administrative Agent occur on written or telephonic request (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed immediately in writing) to the Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Administrative Agent (by hand deliveryand in the case of a LIBO Rate Advance denominated in a Committed Currency, fax or other electronic transmission to the London Sub-Agent) (including “.pdf” or “.tif”)i) not later than 12:00 p.m. (i) three Business Days prior 11:00 a.m. on the day that such Borrowing is to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day be made in the case of a Borrowing that is to bear interest initially at the Floating Rate or (ii) not later than 11:00 a.m. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Revolving Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Revolving Borrowing Minimum or a multiple thereof and shall consist of Revolving Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Revolving Borrowing shall specify the requested (i) date of such Revolving Borrowing, (ii) whether the Advances comprising such Revolving Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Revolving Borrowing, and (iv) in the case of a Revolving Borrowing consisting of LIBO Rate Loans Advances, initial Interest Period and currency for each such Revolving Advance. Upon receipt of any such request, the Agent shall notify the Banks of the intended Borrowing no later than 12:00 noon on the date such request for such Borrowing is received by the Agent. At or before 2:00 p.m. on the date the requested Borrowing is to be made on made, in the Closing Date) case of a Revolving Borrowing consisting of Revolving Advances denominated in Dollars, and before 11:00 A.M. (iiLondon time) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (orsuch Revolving Borrowing, in the case of a Revolving Borrowing consisting of Revolving Advances denominated in any Committed Currency, each case, such later time as Bank shall be acceptable remit its Percentage of the requested Borrowing to the Administrative Agent at the applicable Agent)’s Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing; provided, however, that, if such borrowing is a Revolving Borrowing denominated in Dollars, the Agent shall first make a portion of such funds equal to the aggregate principal amount of any Swingline Advances made by the Swingline Bank and by any other Bank and outstanding on the date of such Revolving Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to the Swingline Bank and such other Banks for repayment of such Swingline Advances. Any Borrowing that if is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, the Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with this Section 6.1 and the Agent may, in reliance upon such assumption, make available to the Borrower wishes on such date a corresponding amount. If and to request LIBO Rate Loans having an Interest Period of other than onethe extent that such Bank shall not have so made such ratable portion available to the Agent, twosuch Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, three or six months in duration as provided for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the definition case of “Interest Period,” the Borrower, the interest rate applicable at the time to such Revolving Advances comprising such Borrowing and (ii) in the case of such Bank, (A) the applicable notice from Federal Funds Rate, in the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date case of such Borrowing, conversion Advances denominated in Dollars or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date cost of funds incurred by the Agent in respect of such Borrowing, conversion or continuation, amount in the Administrative Agent case of Advances denominated in Committed Currencies. If such Bank shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered repay to the Administrative Agent in the form such corresponding amount, such amount so repaid shall constitute such Bank’s Revolving Advance as part of a written such Borrowing Request, appropriately completed and signed by a Responsible Officer for purposes of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:this Agreement.

Appears in 2 contracts

Samples: Five Year Credit Agreement (3m Co), Year Credit Agreement (3m Co)

Requests for Borrowings. Each Term Loan Borrowing, each conversion of Term Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (( provided that notices in respect of any Term Loan Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisitionPermitted Acquisition, permitted Investment or permitted irrevocable repayment, repayment or redemption or refinancing of such Indebtedness). Each such notice must be in writing or the form of a written Borrowing Request, appropriately completed and signed by telephone (and promptly confirmed in writing) a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) 1:00 p.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. 12:00 noon three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation If no election as to the Type of telephonic notice) Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested LIBO Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing by the Borrower pursuant to Request in accordance with this Section 2.03 shall be delivered to the Administrative Agent or (y) in the form case of any LIBO Rate Borrowing, no later than one Business Day following receipt of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance accordance with this Section. Section 2.02:2.04. [Reserved].

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Blackstone Mortgage Trust, Inc.), Term Loan Credit Agreement (Blackstone Mortgage Trust, Inc.)

Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable written notice by the Borrower to the Administrative Agent (Agent, which shall be given by a Borrowing Request or an Interest Election Request, as applicable; provided that notices in respect of any Term Loan Borrowings and/or Revolving Loan Borrowing (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition Merger and (y) to be made in connection with any acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisitionPermitted Acquisition, permitted Investment or permitted irrevocable repayment, repayment or redemption or refinancing of such Indebtedness). Each such notice must be in writing the form of a Borrowing Request or an Interest Election Request, as applicable, appropriately completed and signed by telephone (and promptly confirmed in writing) a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax delivery or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (ia) 10:00 a.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of of, LIBO Rate Loans and (or 12:00 p.m. one Business Day b)(i) in the case of any Term Loan Borrowing and/or Revolving Loan Borrowing other than in connection with an Initial Delayed Draw Term Loan Extension (A) so long as such Borrowing Request is in respect of a Borrowing of LIBO Rate ABR Revolving Loans to be made on the Closing Date) and (ii) in a principal amount not exceeding $5,000,000, 10:00 a.m. on the requested date of any Borrowing of ABR Revolving Loans (such ABR Revolving Loans described in this clause (b)(i)(A), “Same-Day ABR Revolving Loans”), (B) so long as such Borrowing Request is in respect of a Borrowing of ABR Revolving Loans in a principal amount not exceeding $5,000,000, 10:00 a.m. one Business Day prior to the requested date of any Borrowing of ABR Revolving Loans (such ABR Revolving Loans described in this clause (b)(i)(B), “Day-Prior ABR Revolving Loans”) or (C) in the case of any conversion to ABR Loans, 10:00 a.m. one Business Day prior to the requested day of any such conversion or (ii) in the case of any Initial Delayed Draw Term Loan Extension or Revolving Loans (other than Swingline that are not Same-Day ABR Revolving Loans or Day-Prior ABR Revolving Loans) , 10:00 a.m. three Business Days prior to the requested day of any Borrowing of ABR Loans (or, in each case, such later time as shall be is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” ”, (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such the relevant Borrowing, conversion or continuation (or such later time as is reasonably acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. three Business Days the Administrative Agent shall promptly notify the Borrower before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation If no election as to the Type of telephonic notice) Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to a Borrowing by any requested LIBO Rate Borrowing, then the Borrower pursuant to this Section 2.03 shall be delivered deemed to the have selected an Interest Period of one month’s duration. The Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer shall promptly advise each Lender of the Borrower. Each such telephonic details and written Borrowing Request shall specify amount of any Loan to be made as part of the following information in compliance with Section 2.02:relevant requested Borrowing.

Appears in 2 contracts

Samples: Credit Agreement (Definitive Healthcare Corp.), Credit Agreement (Definitive Healthcare Corp.)

Requests for Borrowings. Each BorrowingTo request a Borrowing (other than a Swingline Loan, each conversion of Loans from one Type which is requested pursuant to the otherSection 2.04), and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to Representative shall notify the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be request either in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent delivery of a Borrowing Request (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif)) not later than 12:00 p.m. signed by the Borrower Representative or by telephone (ia) three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of a LIBO Rate Loans Borrowing, not later than 1:00 p.m., three Business Days (or, in the case of a LIBO Rate Borrowing to be made on the Closing Date, two Business Days) and (ii) on before the requested date of the proposed Borrowing or (b) in the case of an ABR Borrowing (including any such notice of an ABR Borrowing to finance the reimbursement of or conversion to ABR Loans (other an LC Disbursement as contemplated by Section 2.05(e)), not later than Swingline Loans) 1:00 p.m., one Business Day before the date of the proposed Borrowing (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided. The Borrowers shall be deemed to have requested an ABR Borrowing (without being required to satisfy or being deemed to have satisfied the conditions in Section 4.02) on the fifth Business Day following the making of any Swingline Loan, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period proceeds of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must which shall be received applied by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of repay such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate LendersLoans. Each written notice (or confirmation of telephonic notice) with respect to a such Borrowing by the Borrower pursuant to this Section 2.03 Request shall be delivered irrevocable and, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf or “.tif”) to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and Request signed by a Responsible Officer of the BorrowerBorrower Representative. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 2 contracts

Samples: Credit Agreement (Osmotica Pharmaceuticals LTD), Credit Agreement (Osmotica Pharmaceuticals PLC)

Requests for Borrowings. Each (a) To request a Borrowing, each conversion the Borrower shall notify the Administrative Agent of Loans from such request by telephone (a “Borrowing Notice”) (A) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m. (Central Time), three (3) Business Days before the date of the proposed Borrowing, or (B) in the case of an Adjusted Base Rate Borrowing, not later than 11:00 a.m. (Central Time), one Type to (1) Business Day before the other, and each continuation date of LIBO Rate Loans the proposed Borrowing. Each such telephonic Borrowing Notice shall be made upon irrevocable notice and shall be confirmed promptly by the Borrower delivery to the Administrative Agent (provided that notices of a written Borrowing Notice in respect substantially the form of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day Exhibit J in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request Notice shall specify the following information in compliance with Section 2.02:2.7: (i) the Borrower requesting such Borrowing; (ii) the Type of the requested Borrowing; (iii) the aggregate amount of such Borrowing; (iv) the date of such Borrowing, which shall be a Business Day; (v) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto; and (vi) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.7. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an Adjusted Base Rate Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Notice in accordance with this Section, the Administrative Agent shall advise each relevant Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. The Borrower shall also deliver together with each Borrowing Notice the compliance certificate required in Section 5.2 and otherwise comply with the conditions set forth in Section 5.2 for Borrowings. Not later than 11:00 a.m. (Central Time) on each Borrowing Date, each Lender shall make available its Loan or Loans, in funds immediately available at the Administrative Office. Administrative Agent will promptly make the funds so received from the Lenders available to the Borrower in the account specified by the Borrower in the Disbursement Instruction Agreement.

Appears in 2 contracts

Samples: Unsecured Term Loan Agreement (First Industrial Lp), Unsecured Term Loan Agreement (First Industrial Lp)

Requests for Borrowings. Each Term Loan Borrowing, each conversion of Term Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Term Loan Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisitionPermitted Acquisition, permitted Investment or permitted irrevocable repayment, repayment or redemption or refinancing of such Indebtedness). Each such notice must be in writing or the form of a written Borrowing Request, completed and signed by telephone (and promptly confirmed in writing) a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) 1:00 p.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. 12:00 noon three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders.If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. Each written notice (or confirmation of telephonic notice) If no Interest Period is specified with respect to any requested LIBO Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing by the Borrower pursuant to Request in accordance with this Section 2.03 shall be delivered to the Administrative Agent or (y) in the form case of any LIBO Rate Borrowing, no later than one Business Day following receipt of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance accordance with this Section. Section 2.02:2.04. [Reserved].

Appears in 2 contracts

Samples: Assignment and Assumption (Claros Mortgage Trust, Inc.), Assignment and Assumption (Claros Mortgage Trust, Inc.)

Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent Agent, which may be given by a Borrowing Request or an Interest Election Request, as applicable (provided that notices any notice in respect of any Borrowings Term Loan Borrowing and/or any Revolving Loan Borrowing (x) to be made on the Closing Date may be conditioned on the closing occurrence of the Acquisition and Closing Date, (y) to be made in connection with any acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisitionPermitted Acquisition, permitted Investment or irrevocable repaymentpermitted repayment or redemption of Indebtedness or (z) for any other purpose to which the Administrative Agent may consent (such consent not to be unreasonably withheld or delayed), redemption or refinancing may be conditioned on the occurrence of such Indebtednessthe relevant event). Each such notice must be in writing the form of a Borrowing Request or an Interest Election Request, as applicable, appropriately completed and signed by telephone (and promptly confirmed in writing) a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax delivery or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 12:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) 10:00 a.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration or such shorter period as provided in the definition of “Interest Period,” ”, (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. four Business Days prior to the requested date of such the relevant Borrowing, conversion or continuation (or such later time as is reasonably acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether request, (B) the relevant requested Interest Period shall be deemed to be available to each appropriate Lender unless such Lender has delivered written notice to the Administrative Agent indicating that such Interest Period is acceptable not available to them such Lender within one Business Day following the date on which the notice described in clause (A) above is posted by the Administrative Agent and (BC) not later than 10:00 a.m. 12:00 p.m. three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation If no election as to the Type of telephonic notice) Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested LIBO Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing by the Borrower pursuant to Request in accordance with this Section 2.03 shall be delivered to the Administrative Agent or (y) in the form case of any LIBO Rate Borrowing, no later than one Business Day following receipt of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance accordance with Section 2.02:this Section.

Appears in 2 contracts

Samples: Credit Agreement (Definitive Healthcare Corp.), Credit Agreement (First Watch Restaurant Group, Inc.)

Requests for Borrowings. Each Borrowing, each conversion of Loans or from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)Agent. Each such notice must be in writing in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) or by telephone (and promptly confirmed in writingby delivery of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) 11:00 a.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is acceptable to the Administrative Agent); provided, however, that if the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation the relevant Borrowing (or such later time as is acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. 12:00 p.m. three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation If no election as to the Type of telephonic notice) Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to a Borrowing by any requested LIBO Rate Borrowing, then the relevant Borrower pursuant to this Section 2.03 (or the Top Borrower on behalf of the relevant Borrower) shall be delivered deemed to the have selected an Interest Period of one month’s duration. The Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer shall advise each Lender of the Borrower. Each such telephonic details and written Borrowing Request shall specify amount of any Loan to be made as part of the following information in compliance with Section 2.02:relevant requested Borrowing.

Appears in 2 contracts

Samples: Intercreditor Agreement (Cotiviti Holdings, Inc.), Intercreditor Agreement (Cotiviti Holdings, Inc.)

Requests for Borrowings. Each BorrowingTo request a Borrowing (other than a Swingline Loan), each conversion the applicable Borrower, or the Company on behalf of Loans from one Type to the otherapplicable Borrower, shall notify the Applicable Agent (and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent if it shall not be the Applicable Agent) of such request by telephone (a) in the case of a Eurocurrency Borrowing, not later than 2:00 p.m., Local Time, three Business Days before the date of the proposed Borrowing, (b) in the case of an ABR Borrowing made by the Company or a US Borrowing Subsidiary, not later than 11:00 a.m., Local Time, on the date of the proposed Borrowing and (c) in the case of an ABR Borrowing or a Canadian Base Rate Borrowing made by a Canadian Borrowing Subsidiary, not later than 10:00 a.m., Local Time, on the date of the proposed Borrowing; provided that notices any such notice of an ABR Borrowing to replace a Eurocurrency Borrowing Request deemed ineffective pursuant to clause (i) of Section 2.14 may be given not later than 12:00 noon, Local Time, on the date of the proposed Borrowing; and provided further that any such notice in respect of any Borrowings (x) Borrowing to be made on the Closing Effective Date may be conditioned given at such later time or on such shorter notice as the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness Applicable Agent may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)agree. Each such notice must telephonic Borrowing Request shall be in writing irrevocable and shall be confirmed promptly by hand delivery or by telephone (and promptly confirmed in writing) and must be received by telecopy to the Administrative Applicable Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered copy to the Administrative Agent in if it shall not be the form Applicable Agent) of a written Borrowing Request, appropriately completed and Request signed by a Responsible Officer the applicable Borrower, or by the Company on behalf of the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 2 contracts

Samples: Credit Agreement (Molson Coors Brewing Co), Credit Agreement (Molson Coors Brewing Co)

Requests for Borrowings. Each BorrowingTo request a Borrowing (other than a Swingline Loan, each conversion of Loans from one Type which is requested pursuant to the otherSection 2.04), and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to Representative shall notify the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be request either in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent delivery of a Borrowing Request (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. signed by the Borrower Representative or by telephone (ia) three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of a LIBO Rate Loans Borrowing, not later than 1:00 p.m., three Business Days (or, in the case of a LIBO Rate Borrowing to be made on the Closing Date, two Business Days) and (ii) on before the requested date of the proposed Borrowing or (b) in the case of an ABR Borrowing (including any such notice of an ABR Borrowing to finance the reimbursement of or conversion to ABR Loans (other an LC Disbursement as contemplated by Section 2.05(e)), not later than Swingline Loans) 1:00 p.m., one Business Day before the date of the proposed Borrowing (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided. The Borrowers shall be deemed to have requested an ABR Borrowing (without being required to satisfy or being deemed to have satisfied the conditions in Section 4.02) on the fifth Business Day following the making of any Swingline Loan, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period proceeds of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must which shall be received applied by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of repay such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate LendersLoans. Each written notice (or confirmation of telephonic notice) with respect to a such Borrowing by the Borrower pursuant to this Section 2.03 Request shall be delivered irrevocable and, if telephonic, shall be confirmed promptly by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”) to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and Request signed by a Responsible Officer of the BorrowerBorrower Representative. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 2 contracts

Samples: Credit Agreement (Osmotica Pharmaceuticals PLC), Credit Agreement (Osmotica Pharmaceuticals LTD)

Requests for Borrowings. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Revolving Loans or BA Rate Revolving Loans shall be made upon irrevocable notice by the applicable Borrower (or the Lead Borrower on behalf of the relevant Borrower) to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) a Revolving Loan Borrowing to be made in connection with any permitted acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif.tiff”)) not later than 12:00 2:00 p.m. (i) three (3) Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate Revolving Loans or BA Rate Revolving Loans (or 12:00 p.m. two Business Days in the case of any Borrowing of LIBO Rate Loans denominated in Dollars to be made on the Closing Date), (ii) four Business Days prior to the requested day of any Borrowing, conversion or continuation of LIBO Rate Revolving Loans denominated in a currency other than Dollars (or one Business Day in the case of any Borrowing of LIBO Rate Loans denominated in a currency other than Dollars to be made on the Closing Date) and or (iiiii) by 11:00 a.m. (x) on the requested date of any Borrowing of or conversion to ABR Revolving Loans (other than Swingline Loans) and (y) one (1) Business Day prior to the requested Borrowing of Canadian Base Rate Revolving Loans or Canadian Prime Rate Revolving Loans (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the applicable Borrower wishes to request LIBO Rate Revolving Loans or BA Rate Revolving Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the applicable Borrower (or the Lead Borrower on its behalf) must be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. four (4) Business Days prior to the requested date of such Borrowing, conversion or continuation Borrowing (or such later time as is shall be reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. 12:00 p.m. (Noon) three (3) Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the applicable Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the applicable Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing RequestRequest or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the such Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 2 contracts

Samples: Abl Credit Agreement (Hillman Companies Inc), Credit Agreement (Hillman Companies Inc)

Requests for Borrowings. Each Term Borrowing, each Revolving Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)Agent. Each such notice must be in writing in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) or by telephone (and promptly confirmed in writingby delivery of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower)) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) 11:00 a.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is acceptable to the Administrative Agent); provided, however, that if the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation the relevant Borrowing (or such later time as is acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. 12:00 p.m. three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation If no election as to the Type of telephonic notice) Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested LIBO Rate Borrowing, then the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing by the Borrower pursuant to Request in accordance with this Section 2.03 shall be delivered to the Administrative Agent or (y) in the form case of any LIBO Rate Borrowing, no later than one Business Day following receipt of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance accordance with Section 2.02:this Section.

Appears in 2 contracts

Samples: Intercreditor Agreement (Cotiviti Holdings, Inc.), Intercreditor Agreement (Cotiviti Holdings, Inc.)

Requests for Borrowings. Each BorrowingTo request a Borrowing of Loans, each conversion of other than Swingline Loans from one Type to the other, and each continuation of LIBO Rate Loans (which shall be made upon irrevocable in accordance with Section 2.05), the Borrower shall notify the Administrative Agent of such request by delivery (by hand delivery, facsimile or other electronic transmission) of a written Borrowing Request (or telephonic notice promptly confirmed thereafter by delivery of a written Borrowing Request) signed by the Borrower to the Administrative Agent (a) in the case of a Eurocurrency Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed Borrowing (or one Business Day before the date of the proposed Borrowing, in the case of any Eurocurrency Borrowing to be made on the Closing Date (or, in the case of Eurocurrency Borrowings denominated in Euros, two Business Days before the date of the proposed Closing Date Borrowing, in the case of any RC Facility Borrowing, or prior to 10:00 a.m. New York City time one Business Day before the proposed Closing Date Borrowing, in the case of the Initial Term Loans funded on the Closing Date)) or (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing (or, in the case of (a) and (b), such later time as the Administrative Agent may agree in its sole discretion). Each such Borrowing Request shall be irrevocable upon delivery (provided that notices in respect of any Borrowings Borrowing Request (x) in connection with a Borrowing to be made on the Closing Date may be conditioned on the closing of the Acquisition and and, (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must Indebtedness and (z) in respect of any Refinancing Amendment may be delivered in writing or by telephone (and promptly confirmed in writingaccordance with the terms thereof) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information (other than, in compliance with Section 2.02:the case of clause (viii) below, the Borrowing Request pertaining to Borrowings on the Closing Date):

Appears in 2 contracts

Samples: First Lien Credit Agreement (Clarios International Inc.), First Lien Credit Agreement (Clarios International Inc.)

Requests for Borrowings. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that that, subject to Section 2.16, notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing completion of the Acquisition IPO and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans or conversion to ABR Loans (or 12:00 p.m. 11:00 a.m. one Business Day prior in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) 12:00 p.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is reasonably acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 11:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 2 contracts

Samples: Credit Agreement (Reynolds Consumer Products Inc.), Credit Agreement (Reynolds Consumer Products Inc.)

Requests for Borrowings. Each Revolving Loan Borrowing, each conversion of Revolving Loans from one Type to the other, and each continuation of LIBO Rate Term Benchmark Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent Agent, which may be given by a Borrowing Request or an Interest Election Request, as applicable (provided that notices any notice in respect of any Borrowings Revolving Loan Borrowing (x) to be made on the Closing Date may be conditioned on the closing occurrence of the Acquisition and Closing Date, (y) to be made in connection with any acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisitionPermitted Acquisition, permitted Investment or irrevocable repaymentpermitted repayment or redemption of Indebtedness or (z) for any other purpose to which the Administrative Agent may consent (such consent not to be unreasonably withheld or delayed), redemption or refinancing may be conditioned on the occurrence of such Indebtednessthe relevant event). Each such notice must be in writing the form of a Borrowing Request or an Interest Election Request, as applicable, appropriately completed and signed by telephone (and promptly confirmed in writing) a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax delivery or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 10:00 a.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Term Benchmark Loans (or, if after the effectiveness of a Benchmark Replacement, five Business Days prior to the requested day of any Borrowing of, conversion to or 12:00 p.m. continuation of RFR Loans) (or one Business Day in the case of any Borrowing of LIBO Rate Term Benchmark Loans to be made on the Closing Date) and (ii) 12:00 p.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Term Benchmark Loans having an Interest Period of other than one, two, three or six months in duration or such shorter period as provided in the definition of “Interest Period,” ”, (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. four Business Days prior to the requested date of such the relevant Borrowing, conversion or continuation (or such later time as is reasonably acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether request, (B) the relevant requested Interest Period shall be deemed to be available to each appropriate Lender unless such Lender has delivered written notice to the Administrative Agent indicating that such Interest Period is acceptable not available to them such Lender within one Business Day following the date on which the notice described in clause (A) above is posted by the Administrative Agent and (BC) not later than 10:00 a.m. three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation If no election as to the Type of telephonic notice) Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Term Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing by the Borrower pursuant to Request in accordance with this Section 2.03 shall be delivered to the Administrative Agent or (y) in the form case of any Term Benchmark Borrowing (or, if after the effectiveness of a written Borrowing RequestBenchmark Replacement, appropriately completed and signed by RFR Borrowing), no later than one Business Day following receipt of a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance accordance with Section 2.02:this Section.

Appears in 2 contracts

Samples: Credit Agreement (Cava Group, Inc.), Credit Agreement (Cava Group, Inc.)

Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Rate SOFR Benchmark Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Term Loan Borrowings (x) to be made on and/or the Closing Date may be conditioned on the closing of the Acquisition and (y) Revolving Loan Borrowing to be made in connection with any acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisitionPermitted Acquisition, permitted Investment or permitted irrevocable repayment, repayment or redemption or refinancing of such Indebtedness). Each such notice must be in writing or the form of a written Borrowing Request, appropriately completed and signed by telephone (and promptly confirmed in writing) a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 (a) in the case of any Term Loan Borrowing, 1:00 p.m. (i) three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate SOFR Benchmark Loans or any Borrowing of or conversion to ABR Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate SOFR Benchmark Loans to be made on the Closing Date) (or such later time as is reasonably acceptable to the Administrative Agent) and (b) in the case of any Revolving Loan, (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of SOFR Benchmark Loans (or one Business Day in the case of any Borrowing of SOFR Benchmark Loans to be made on the Closing Date) and (ii) on 9:00 a.m. three Business Days prior to the requested date day of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate SOFR Benchmark Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four 1:00 p.m. five Business Days prior to the requested date of such Borrowing, conversion or continuation the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. 12:00 p.m. three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation If no election as to the Type of telephonic notice) Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested SOFR Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing by the Borrower pursuant to Request in accordance with this Section 2.03 shall be delivered to the Administrative Agent or (y) in the form case of any SOFR Benchmark Borrowing, no later than one Business Day following receipt of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance accordance with Section 2.02:this Section.

Appears in 2 contracts

Samples: Credit Agreement (ATI Physical Therapy, Inc.), Credit Agreement (ATI Physical Therapy, Inc.)

Requests for Borrowings. Each BorrowingBorrowing in respect of the Term Facility, each Borrowing in respect of any Additional Revolving Facility, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Term Loan Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) and/or Additional Revolving Loan Borrowing to be made in connection with any permitted acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax email or other electronic transmission (including “.pdf” or “.tif.tiff”)) not later than 12:00 p.m. (i) 2:00 p.m. three (3) Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one two (2) Business Day Days in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Third Amendment Effective Date) and or (ii) 12:00 p.m. (Noon) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, twoone (1), three (3) or six (6) months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. four (4) Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is shall be reasonably acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. 12:00 p.m. (Noon) three (3) Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing RequestRequest or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 2 contracts

Samples: First Lien Credit Agreement (Hayward Holdings, Inc.), First Lien Credit Agreement (Hayward Holdings, Inc.)

Requests for Borrowings. Each Term Loan Borrowing, each conversion of Term Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Term Loan Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisitionPermitted Acquisition, permitted Investment or permitted irrevocable repayment, repayment or redemption or refinancing of such Indebtedness). Each such notice must be in writing or the form of a written Borrowing Request, completed and signed by telephone (and promptly confirmed in writing) a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day or, in the case of any the Borrowing of LIBO Rate Loans to be made the Additional Initial Term Loan on the Closing Amendment No. 1 Effective Date) , such later time as the Administrative Agent may agree and (ii) 1:00 p.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. 12:00 noon three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation If no election as to the Type of telephonic notice) Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested LIBO Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing by the Borrower pursuant to Request in accordance with this Section 2.03 shall be delivered to the Administrative Agent or (y) in the form case of any LIBO Rate Borrowing, no later than one Business Day following receipt of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance accordance with this Section. Section 2.02:2.04. [Reserved].

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Claros Mortgage Trust, Inc.), Term Loan Credit Agreement (Claros Mortgage Trust, Inc.)

Requests for Borrowings. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Revolving Loans or CDOR Revolving Loans shall be made upon irrevocable notice by the applicable Borrower (or the Lead Borrower on behalf of the relevant Borrower) to the Administrative Agent (provided that notices in respect of any Borrowings a Revolving Loan Borrowing (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any permitted acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif.tiff”)) not later than 12:00 2:00 p.m. (i) three (3) Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate Revolving Loans or CDOR Revolving Loans (or 12:00 p.m. two Business Days in the case of any Borrowing of LIBO Rate Loans denominated in Dollars to be made on the Closing Date), (ii) four Business Days prior to the requested day of any Borrowing, conversion or continuation of LIBO Rate Revolving Loans denominated in a currency other than Dollars (or one Business Day in the case of any Borrowing of LIBO Rate Loans denominated in a currency other than Dollars to be made on the Closing Date) and or (iiiii) by 12:00 p.m. (Noon) on the requested date of any Borrowing of ABR Revolving Loans, Canadian Base Rate Revolving Loans or conversion to ABR Canadian Prime Rate Revolving Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the applicable Borrower wishes to request LIBO Rate Revolving Loans or CDOR Revolving Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the applicable Borrower (or the Lead Borrower on its behalf) must be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. four (4) Business Days prior to the requested date of such Borrowing, conversion or continuation Borrowing (or such later time as is shall be reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. 12:00 p.m. (Noon) three (3) Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the applicable Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the applicable Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing RequestRequest or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the such Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 2 contracts

Samples: Security Agreement (Hayward Holdings, Inc.), Security Agreement (Hayward Holdings, Inc.)

Requests for Borrowings. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans Borrowing shall be made upon irrevocable notice by the Borrower to the Administrative Agent occur on written or telephonic request (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed immediately in writing) to the Agent (and in the case of a LIBO Rate Borrowing denominated in a Committed Currency, to the London Sub-Agent) from a person believed by the Agent to be an officer of or other authorized representative for the Borrower. A request for a Borrowing must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day and in the case of any Borrowing of a LIBO Rate Loans Advance denominated in a Committed Currency, to be made on the Closing Date) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline LoansLondon Sub-Agent) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (Ai) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior on the day that such Borrowing is to be made in the requested date case of such Borrowing, conversion a Borrowing that is to bear interest initially at the Floating Rate or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (Bii) not later than 10:00 11:00 a.m. on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in Dollars that is to bear interest initially (in whole or in part) at a LIBO Rate, (y) 2:00 P.M. (London time) on the day three Business Days before the Business Day which is the first day of the applicable Interest Period for such Borrowing in the case of a Borrowing denominated in any Committed Currency. Each Revolving Borrowing denominated in any Committed Currency shall bear interest at a LIBO Rate. Each Borrowing must be in an amount not less than the Revolving Borrowing Minimum or a multiple thereof and shall consist of Revolving Advances in the same currency made on the same day by the Banks ratably according to their respective Commitments. Each such notice of a Revolving Borrowing shall specify the requested (i) date of such Revolving Borrowing, (ii) whether the Advances comprising such Revolving Borrowing are to be LIBO Rate Advances, (iii) aggregate amount of such Revolving Borrowing, and (iv) in the case of a Revolving Borrowing consisting of LIBO Rate Advances, initial Interest Period and currency for each such Revolving Advance. Upon receipt of any such request, the Agent shall notify the Banks of the intended Borrowing no later than 12:00 noon on the date such request for such Borrowing is received by the Agent. At or before 2:00 p.m. on the date the requested Borrowing is to be made, in the case of a Revolving Borrowing consisting of Revolving Advances denominated in Dollars, and before 11:00 A.M. (London time) on the date of such Revolving Borrowing, in the case of a Revolving Borrowing consisting of Revolving Advances denominated in any Committed Currency, each Bank shall remit its Percentage of the requested Borrowing to the Agent at the applicable Agent’s Account in immediately available funds. Prior to the close of business on the day the requested Borrowing is to be made, the Agent shall disburse such funds by crediting the same to the Borrower’s demand deposit account maintained with the Agent or in such other manner as the Agent and any officer of the Borrower may agree in writing. Any Borrowing that is to initially bear interest at a LIBO Rate shall also be subject to all conditions set forth in Section 5.2 hereof. Unless the Agent shall have received notice from a Bank prior to the time of any Borrowing that such Bank will not make available to the Agent such Bank’s ratable portion of such Borrowing, conversion or continuationthe Agent may assume that such Bank has made such portion available to the Agent on the date of such Borrowing in accordance with this Section 6.1 and the Agent may, the Administrative Agent shall notify in reliance upon such assumption, make available to the Borrower whether or on such date a corresponding amount. If and to the extent that such Bank shall not have so made such ratable portion available to the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by Agent, such Bank and the Borrower pursuant severally agree to this Section 2.03 shall be delivered repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer case of the Borrower, the interest rate applicable at the time to such Revolving Advances comprising such Borrowing and (ii) in the case of such Bank, (A) the Federal Funds Rate, in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. Each If such telephonic and written Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Bank’s Revolving Advance as part of such Borrowing Request shall specify the following information in compliance with Section 2.02:for purposes of this Agreement.

Appears in 2 contracts

Samples: Year Credit Agreement (3m Co), Five Year Credit Agreement (3m Co)

Requests for Borrowings. Each To request a Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans Applicable Borrower shall be made upon irrevocable notice by the Borrower to notify the Administrative Agent of such request (a) in the case of a Eurocurrency Borrowing denominated in Dollars, by telephonic notice not later than 11:00 a.m., New York City time, three (3) Business Days before the date of the proposed Borrowing, (b) in the case of a Eurocurrency Borrowing denominated in an Agreed Currency other than Dollars or an RFR Borrowing, by telephonic notice not later than 11:00 a.m., New York City time, four (4) Business Days before the date of the proposed Borrowing or (c) in the case of an ABR Borrowing, by telephonic notice not later than 11:00 a.m., New York City time, one (1) Business Day before the date of the proposed Borrowing; provided that notices in respect of any Borrowings (x) any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing and (y) any notice with respect to Borrowings to be made on the Closing Date may be conditioned on given with such shorter time than the closing of deadline described in clause (a), (b) or (c), as applicable, as the Acquisition and (y) to be made Administrative Agent may agree in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)its sole discretion. Each such notice must telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by email to the Administrative Agent of a written Borrowing Request in writing or by telephone (and promptly confirmed in writing) and must be received a form approved by the Administrative Agent (and signed by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) three Business Days prior to the requested day Applicable Borrower; provided that in respect of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made borrowed on the Closing Date, any written Borrowing Request may be provided by the Applicable Borrower on a conditional basis (provided that (1) to the extent the Applicable Borrower does not borrow any Eurocurrency Loans or RFR Loans set forth in such conditional Borrowing Request, the Applicable Borrower shall be required to compensate the Lenders under Section 2.16 for the losses, costs or expenses related thereto and (ii2) on the requested date of any such Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as Request shall be acceptable to irrevocable once funding of the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received Borrowings has been initiated by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of and such request and determine whether the requested Interest Period is acceptable to them and (B) not Borrowing Request may be provided no later than 10:00 a.m. three 2:00 pm, New York City Time, on the Business Days before the requested date of Day prior to such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 2 contracts

Samples: Credit Agreement (Icon PLC), Credit Agreement (PRA Health Sciences, Inc.)

Requests for Borrowings. Each Revolving Loan Borrowing, each conversion of Revolving Loans from one Type to the other, and each continuation of LIBO Rate Term Benchmark Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent Agent, which may be given by a Borrowing Request or an Interest Election Request, as applicable (provided that notices any notice in respect of any Borrowings Revolving Loan Borrowing (x) to be made on the Closing Date may be conditioned on the closing occurrence of the Acquisition and Closing Date, (y) to be made in connection with any acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisitionPermitted Acquisition, permitted Investment or irrevocable repaymentpermitted repayment or redemption of Indebtedness or (z) for any other purpose to which the Administrative Agent may consent (such consent not to be unreasonably withheld or delayed), redemption or refinancing may be conditioned on the occurrence of such Indebtednessthe relevant event). Each such notice must be in writing the form of a Borrowing Request or an Interest Election Request, as applicable, appropriately completed and signed by telephone (and promptly confirmed in writing) a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax delivery or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 10:00 a.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Term Benchmark Loans (or, if after the effectiveness of a Benchmark Replacement, five Business Days prior to the requested day of any Borrowing of, conversion to or 12:00 p.m. continuation of RFR Loans) (or one Business Day in the case of any Borrowing of LIBO Rate Term Benchmark Loans to be made on the Closing Date) and (ii) 12:00 p.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Term Benchmark Loans having an Interest Period of other than one, two, three or six months in duration or such shorter period as provided in the definition of “Interest Period,” ”, (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. four Business Days prior to the requested date of such the relevant Borrowing, conversion or continuation (or such later time as is reasonably acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether request, (B) the relevant requested Interest Period shall be deemed to be available to each appropriate Lender unless such Lender has delivered written notice to the Administrative Agent indicating that such Interest Period is acceptable not available to them such Lender within one Business Day following the date on which the notice described in clause (A) above is posted by the Administrative Agent and (BC) not later than 10:00 a.m. three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation If no election as to the Type of telephonic notice) Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Term Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each applicable Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing by Request in accordance with this Section or (y) in the Borrower pursuant to case of any Term Benchmark Borrowing (or, if after the effectiveness of a Benchmark Replacement, RFR Borrowing), no later than one Business Day following receipt of a Borrowing Request in accordance with this Section. This Section 2.03 shall not apply to Swingline Loans, which shall be delivered to the Administrative Agent requested in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance accordance with Section 2.02:2.04 and may not be continued or converted.

Appears in 2 contracts

Samples: Credit Agreement (Cava Group, Inc.), Credit Agreement (Cava Group, Inc.)

Requests for Borrowings. Each Borrowing(a) To request a Borrowing (other than a Swingline Loan), each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower Representative shall notify the Administrative Agent of such request in writing (whether through Administrative Agent’s pinnacle system or other form of electronic submission acceptable to the Administrative Agent (provided that notices Agent) in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received a form approved by the Administrative Agent (and signed by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) the Borrower Representative not later than 12:00 p.m. 1:00 p.m., New York time: (i) three (3) Business Days prior to the requested day proposed Borrowing Date with respect to the making of any Borrowing of, Revolving Loans denominated in U.S. Dollars to which the Term SOFR Rate Option applies or the conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case renewal of any Borrowing of LIBO such Interest Rate Option for any Revolving Loans to be made on the Closing Date) and denominated in U.S. Dollars; (ii) on the requested date of any Borrowing of or conversion to ABR Loans four (other than Swingline Loans4) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) proposed Borrowing Date with respect to the making of Revolving Loans denominated in Alternative Currencies to which the Daily Simple RFR Option or Term RFR Option applies, or the conversion to or renewal of a Daily Simple RFR Option or Term RFR Option for any Revolving Loans denominated in Alternative Currencies; and/or (iii) the same Business Day of the proposed Borrowing by Date with respect to the Borrower pursuant making of a Revolving Loan to this Section 2.03 which the Alternate Base Rate applies or the last day of the preceding Interest Period with respect to the conversion to the Alternate Base Rate for any Revolving Loan, (b) Each such telephonic Borrowing Request shall be delivered irrevocable and shall be confirmed promptly by hand delivery, facsimile, or emailed pdf to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and Request signed by a Responsible Officer of the BorrowerBorrower Representative. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:: (i) the name of the applicable Borrower(s); (ii) the aggregate amount of the requested Borrowing and a breakdown of the separate wires comprising such Borrowing; (iii) the date of such Borrowing, which shall be a Business Day; (iv) the Type and Currency of such Borrowing; and (v) if applicable, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period.” Any Borrowing Request that shall fail to specify any of the information required by the preceding provisions of this paragraph may be rejected by the Administrative Agent if such failure is not corrected promptly after the Administrative Agent shall give written or telephonic notice thereof to the Borrower

Appears in 1 contract

Samples: Credit Agreement (Big Lots Inc)

Requests for Borrowings. Each BorrowingTo request a Borrowing of Loans, each conversion of other than Swingline Loans from one Type to the other, and each continuation of LIBO Rate Loans (which shall be made upon irrevocable in accordance with Section 2.05), the Lead Borrower shall notify the Administrative Agent of such request by delivery (by hand delivery, facsimile or other electronic transmission) of a written Borrowing Request (or telephonic notice promptly confirmed thereafter by delivery of a written Borrowing Request) signed by the Lead Borrower to the Administrative Agent (a) in the case of a Eurocurrency Borrowing, not later than 1:00 p.m., New York City time, three Business Days before the date of the proposed Borrowing (or one Business Day before the date of the proposed Borrowing, in the case of any Eurocurrency Borrowing to be made on the Closing Date (or two Business Days before the date of the proposed Borrowing, in the case of any Borrowing denominated in Euros or Eurocurrency Borrowing denominated in Dollars)) or (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing (or, in the case of (a) and (b), such later time as the Administrative Agent may agree in its sole discretion). Each such Borrowing Request shall be irrevocable upon delivery (provided that notices in respect of any Borrowings Borrowing Request (x) in connection with a Borrowing to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information (other than, in compliance with Section 2.02:the case of clause (viii) below, the Borrowing Request pertaining to Borrowings on the Closing Date):

Appears in 1 contract

Samples: Abl Credit Agreement (Clarios International Inc.)

Requests for Borrowings. Each To request a Revolving Facility Borrowing and/or a Term Borrowing, each conversion the Borrower shall notify the Administrative Agent of Loans from one Type to the other, and each continuation such request by electronic means of LIBO Rate Loans shall be made upon irrevocable notice a written Borrowing Request signed by the Borrower to (a) in the Administrative Agent (provided that notices in respect case of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisitiona SOFR Borrowing or CDOR Rate Borrowing, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) noon, Local Time, three Business Days prior to before the requested day date of any the proposed Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day b) in the case of any Borrowing of LIBO Rate Loans to be made an ABR Borrowing, not later than 10:00 a.m. Local Time, on the Closing Date) and (ii) on Business Day of the requested date of any proposed Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time shorter period as shall be acceptable to the Administrative AgentAgent may agree); provided, howeverthat, that if (i) to request a SOFR Borrowing, CDOR Rate Borrowing or ABR Borrowing on the Closing Date, the Borrower wishes shall deliver such Borrowing Request to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four 5:00 p.m., Local Time, one Business Days Day prior to the requested date of such Borrowing, conversion or continuation Closing Date (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt may agree), (ii) any such notice of an ABR Revolving Facility Borrowing to finance the appropriate Lenders reimbursement of such request and determine whether the requested Interest Period is acceptable to them and (Ban L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 10:00 a.m. three Business Days before a.m., Local Time, on the requested date of the proposed Borrowing and (iii) any such Borrowing, conversion notice of an Incremental Revolving Borrowing or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Incremental Term Borrowing by the Borrower pursuant to this Section 2.03 shall may be delivered to the Administrative Agent given at such time as provided in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrowerapplicable Incremental Assumption Agreement. Each such telephonic and written Borrowing Request shall be irrevocable (other than in the case of any Borrowing Request given in respect of the Closing Date or Incremental Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement). Each such Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Incremental Assumption and Amendment Agreement (PlayAGS, Inc.)

Requests for Borrowings. Each To request a Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans Parent Borrower shall be made upon irrevocable notice by the Borrower to notify the Administrative Agent of such request by prior written or fax notice (provided that notices or telephone notice promptly confirmed by written or fax notice) (a) in respect the case of any Borrowings (x) to be made on a Eurocurrency Borrowing, not later than 12:00 noon, New York City time, three Business Days before the Closing Date may be conditioned on the closing date of the Acquisition and proposed Borrowing or (yb) to be made in connection with any acquisitionthe case of an ABR Borrowing, Investment or irrevocable repaymentnot later than 12:00 noon, redemption or refinancing New York City time, one Business Day before the date of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)proposed Borrowing. Each such notice must Borrowing Request shall be irrevocable and shall be in writing or by telephone (and promptly confirmed in writing) and must be received a form approved by the Administrative Agent (and signed by hand deliverythe Parent Borrower. Each such Borrowing Request shall specify, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. in compliance with Section 2.02, (i) three Business Days prior to the requested day aggregate amount of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and such Borrowing; (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion which shall be a Business Day; (iii) whether such Borrowing is to be an ABR Borrowing or continuation a Eurocurrency Borrowing; (or such later time as is acceptable to iv) in the Administrative Agent)case of a Eurocurrency Borrowing, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested initial Interest Period is acceptable to them be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; (v) a description, in reasonable detail, of the Equipment and Machinery to be financed (which description shall include the name of the Eligible Loan Party to own such Equipment and Machinery, the Cost and the Eligible Location where the Equipment and Machinery are to be located); and (Bvi) not later than 10:00 a.m. three Business Days before the requested date location and number of such Borrowingthe account of the owner of the applicable Equipment and Machinery to which funds are to be disbursed, conversion or continuationwhich shall be in compliance with Section 2.04. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall notify advise each Lender of the Borrower whether or not details thereof and of the amount of such Lender’s Loan to be made as part of the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:Borrowing.

Appears in 1 contract

Samples: Credit Agreement (Metaldyne Corp)

Requests for Borrowings. Each Term Loan Borrowing, each conversion of Term Loans from one Type to the other, and each continuation of LIBO Rate RateTerm Benchmark Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Term Loan Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisitionPermitted Acquisition, permitted Investment or permitted irrevocable repayment, repayment or redemption or refinancing of such Indebtedness). Each such notice must be in writing or the form of a written Borrowing Request, completed and signed by telephone (and promptly confirmed in writing) a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate RateTerm Benchmark Loans (or 12:00 p.m. one Business Day or, in the case of any the Borrowing of LIBO Rate Loans to be made the Additional Initial Term B-1 Loan on the Closing Amendment No. 13 Effective Date) , such later time as the Administrative Agent may agree and (ii) 1:00 p.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate RateTerm Benchmark Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. 12:00 noon three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation If no election as to the Type of telephonic notice) Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested LIBO RateTerm Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing by the Borrower pursuant to Request in accordance with this Section 2.03 shall be delivered to the Administrative Agent or (y) in the form case of any LIBO RateTerm Benchmark Borrowing, no later than one Business Day following receipt of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance accordance with Section 2.02:this Section. Signature Page to Term Loan Credit Agreement 392

Appears in 1 contract

Samples: Term Loan Credit Agreement (Claros Mortgage Trust, Inc.)

Requests for Borrowings. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that that, subject to Section 2.16, notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans or conversion to ABR Loans (or 12:00 p.m. 11:00 a.m. one Business Day prior in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) 12:00 p.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is reasonably acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 11:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Credit Agreement (Reynolds Group Holdings LTD)

Requests for Borrowings. Each To request a Revolving Facility Borrowing and/or a Term Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to or the applicable Co-Borrower shall notify the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be request in writing or by telephone (and promptly confirmed a) in writing) and must be received by the Administrative Agent (by hand deliverycase of a SOFR Borrowing, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) noon, Local Time, three U.S. Government Securities Business Days prior to before the requested day date of any the proposed Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day b) in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) on the requested date of any Borrowing of or conversion to an ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Local Time, on the Business Days before Day of the requested proposed Borrowing; provided, that (i) any such notice of an ABR Revolving Facility Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 12:00 noon, Local Time, on the date of such the proposed Borrowing, conversion or continuation(ii) to request a SOFR Borrowing on the Thirteenth Incremental Assumption and Amendment Agreement Effective Date, the Borrower and/or the applicable Co-Borrower shall notify the Administrative Agent of such request in writing no later than 12:00 noon, Local Time, one U.S. Government Securities Business Day prior to the Thirteenth Incremental Assumption and Amendment Agreement Effective Date and (iii) to request an ABR Borrowing on the Thirteenth Incremental Assumption and Amendment Agreement Effective Date, the Borrower and/or the applicable Co-Borrower shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation Administrative Agent of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered such request in writing no later than 12:00 noon, Local Time, one Business Day prior to the Administrative Agent in the form of a written Borrowing Request, appropriately completed Thirteenth Incremental Assumption and signed by a Responsible Officer of the BorrowerAmendment Agreement Effective Date. Each such telephonic and Borrowing Request shall be irrevocable. Each such written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Incremental Assumption and Amendment Agreement (ADT Inc.)

Requests for Borrowings. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO SOFR Loans or Eurocurrency Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, such Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 1:00 p.m. (i) three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO SOFR Loans or Eurocurrency Rate Loans (or 12:00 p.m. one (x) 15 Business Day Days in the case of any Borrowing of LIBO Rate Initial Euro Term Loans to be made on the Closing Date and (y) 12 Business Days in the case of any Borrowing of Initial Dollar Term Loans to be made on the Closing Date) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loansor 12 Business Days in the case of any Borrowing of ABR Term Loans to be made on the Closing Date) (or, in each case, such later time as shall be reasonably acceptable to the Administrative AgentConsent Party); provided, however, that if the Borrower wishes to request LIBO SOFR Loans or Eurocurrency Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is reasonably acceptable to the Administrative AgentConsent Party), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: First Lien Credit Agreement (Ranpak Holdings Corp.)

Requests for Borrowings. Each To request a Borrowing, each conversion the Borrower shall notify the Administrative Agent (a) in the case of Loans from one Type to a LIBOR Borrowing denominated in US Dollars, not later than 12:00 noon, New York City time, three Business Days before the otherdate of the proposed Borrowing, (b) in the case of a LIBOR Borrowing denominated in an Alternative Currency or a EURIBOR Borrowing, not later than 12:00 noon, New York City time, four Business Days before the date of the proposed Borrowing and each continuation (c) in the case of LIBO Rate Loans an ABR Borrowing, not later than 12:00 noon, New York City time, on the date of the proposed Borrowing. Each such Borrowing Request shall be made upon irrevocable notice by the Borrower hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by a Financial Officer of the Borrower (or, in the case of any Borrowing denominated in US Dollars, by telephone notification, confirmed promptly by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by a Financial Officer of the Borrower); provided that notices a Borrowing Request for a Borrowing in respect of the Ixia Acquisition, or in connection with any Borrowings (x) to be made on the Closing Date other acquisition or other transaction permitted under this Agreement, may be conditioned on the closing of the Ixia Acquisition and (y) to be made or such other acquisition or other transaction, as applicable, in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness which case such Borrowing Request may be conditioned on revoked by the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such Borrower (by notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by to the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) three Business Days at any time prior to 12:00 noon, New York City time, on the requested day of any Borrowing ofthe proposed Borrowing), conversion such revocation to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day be subject to Section 2.16 in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of Request for a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the BorrowerLIBOR Borrowing. Each such telephonic and or written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Amended and Restated Credit Agreement (Keysight Technologies, Inc.)

Requests for Borrowings. Each BorrowingBorrowing in respect of the Term Facility, each Borrowing in respect of any Additional Revolving Facility, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the relevant Borrower to the Administrative Agent (provided that notices in respect of any Term Loan Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) and/or Additional Revolving Loan Borrowing to be made in connection with any permitted acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif.tiff”)) not later than 12:00 p.m. (i) 2:00 p.m. three (3) Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one two (2) Business Day Days in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and or (ii) 12:00 p.m. (Noon) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the a Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, twoone (1), three (3) or six (6) months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the such Borrower must be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. four (4) Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is shall be reasonably acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. 12:00 p.m. (Noon) three (3) Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the such Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower Borrowers pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing RequestRequest or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Parent Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Security Agreement (PQ Group Holdings Inc.)

Requests for Borrowings. Each (a) To request a Borrowing, each conversion the Borrower shall notify the Administrative Agent of Loans from such request by telephone (a “Borrowing Notice”) (A) in the case of a Eurocurrency Borrowing, not later than 11:00 a.m. (Central Time), three Business Days before the date of the proposed Borrowing, or (B) in the case of an Adjusted Base Rate Borrowing, not later than 11:00 a.m. (Central Time), one Type to (1) Business Day before the other, and each continuation date of LIBO Rate Loans the proposed Borrowing. Each such telephonic Borrowing Notice shall be made upon irrevocable notice and shall be confirmed promptly by the Borrower delivery to the Administrative Agent (provided that notices of a written Borrowing Notice in respect substantially the form of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day Exhibit J in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request Notice shall specify the following information in compliance with Section 2.02:2.7: (i) the Borrower requesting such Borrowing; (ii) the Type of the requested Borrowing; (iii) the aggregate amount of such Borrowing; (iv) the date of such Borrowing, which shall be a Business Day; (v) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto; and (vi) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.7. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an Adjusted Base Rate Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Notice in accordance with this Section, the Administrative Agent shall advise each relevant Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. The Borrower shall also deliver together with each Borrowing Notice the compliance certificate required in Section 5.2 and otherwise comply with the conditions set forth in Section 5.2 for Borrowings. Not later than 11:00 a.m. (Central Time) on each Borrowing Date, each Lender shall make available its Loan or Loans, in funds immediately available at the Administrative Office. Administrative Agent will promptly make the funds so received from the Lenders available to the Borrower in the account specified by the Borrower in the Disbursement Instruction Agreement (or, with respect to disbursement of funds on the Closing Date, as otherwise directed by Borrower in writing to Administrative Agent).

Appears in 1 contract

Samples: Assignment and Assumption Agreement (First Industrial Realty Trust Inc)

Requests for Borrowings. Each To request a Revolving Facility Borrowing and/or an Incremental Term Borrowing, each conversion the Borrower shall notify the Administrative Agent of Loans from one Type to such request in writing in the other, and each continuation form of LIBO Rate Loans shall be made upon irrevocable notice a Borrowing Request signed by the Borrower to by hand delivery or electronic means (a) in the Administrative Agent (provided that notices in respect case of any Borrowings a SOFR Borrowing, not later than 12:00 noon, Local Time, (x) to be made on the Closing Date may be conditioned on the closing at least five (5) Business Days in advance of the Acquisition proposed Borrowing Date in the case of a Revolving Facility Borrowing in an amount less than $5,000,000, and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone at least fifteen (and promptly confirmed in writing15) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) three Business Days prior to in advance of the requested day of any proposed Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day Date in the case of any a Revolving Facility Borrowing of LIBO Rate Loans in an amount greater than or equal to be made on the Closing Date$5,000,000 or (b) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition case of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent an ABR Borrowing, not later than 11:00 a.m. four Local Time, (x) at least five (5) Business Days in advance of the proposed Borrowing Date in the case of a Revolving Facility Borrowing in an amount less than $5,000,000, and (y) at least fifteen (15) Business Days in advance of the proposed Borrowing Date in the case of a Revolving Facility Borrowing in an amount greater than or equal to $5,000,000 provided, that, (i) to request a SOFR Borrowing or ABR Borrowing on the Closing Date, the Borrower shall notify the Administrative Agent of such request in writing (which may be by electronic means) not later than 5:00 p.m., Local Time, one Business Day prior to the requested date of such Borrowing, conversion or continuation Closing Date (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them may agree), and (Bii) not later than 10:00 a.m. three Business Days before the requested date any such notice of an Incremental Term Borrowing may be given at such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent time as provided in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrowerapplicable Incremental Assumption Agreement. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Credit Agreement12 (Chicken Soup for the Soul Entertainment, Inc.)

Requests for Borrowings. Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Term Loan Borrowings and/or Revolving Loan Borrowing (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisitionPermitted Acquisition, permitted Investment or permitted irrevocable repayment, repayment or redemption or refinancing of such Indebtedness). Each such notice must be in writing in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower or by telephone (and promptly confirmed in writingby delivery of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 11:00 a.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans in Dollars to be made on the Closing Date or the First Amendment Effective Date) and (ii) 11:00 a.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. 12:00 noon three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation If no election as to the Type of telephonic notice) Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested LIBO Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. If no election as to the currency of the requested Borrowing is specified, then the Borrower shall be deemed to have selected a Borrowing by in Dollars. The Administrative Agent shall advise each Lender of the Borrower pursuant details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing Request in accordance with this Section 2.03 shall be delivered to the Administrative Agent or (y) in the form case of any LIBO Rate Borrowing, no later than one Business Day following receipt of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance accordance with Section 2.02:this Section.

Appears in 1 contract

Samples: Credit Agreement (Dragoneer Growth Opportunities Corp.)

Requests for Borrowings. Each To request a Revolving Facility Borrowing and/or a Term Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to or the applicable Co-Borrower shall notify the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be request in writing or by telephone (and promptly confirmed a) in writing) and must be received by the Administrative Agent (by hand deliverycase of a SOFR Borrowing, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) noon, Local Time, three U.S. Government Securities Business Days prior to before the requested day date of any the proposed Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day b) in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) on the requested date of any Borrowing of or conversion to an ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Local Time, on the Business Days before Day of the requested proposed Borrowing; provided, that (i) any such notice of an ABR Revolving Facility Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 12:00 noon, Local Time, on the date of such the proposed Borrowing, conversion or continuation(ii) to request a SOFR Borrowing on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, the Borrower and/or the applicable Co-Borrower shall notify the Administrative Agent of such request in writing no later than 12:00 noon, Local Time, one U.S. Government Securities Business Day prior to the Fourteenth Incremental Assumption and Amendment Agreement Effective Date and (iii) to request an ABR Borrowing on the Fourteenth Incremental Assumption and Amendment Agreement Effective Date, the Borrower and/or the applicable Co-Borrower shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation Administrative Agent of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered such request in writing no later than 12:00 noon, Local Time, one Business Day prior to the Administrative Agent in the form of a written Borrowing Request, appropriately completed Fourteenth Incremental Assumption and signed by a Responsible Officer of the BorrowerAmendment Agreement Effective Date. Each such telephonic and Borrowing Request shall be irrevocable. Each such written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Incremental Assumption and Amendment Agreement (ADT Inc.)

Requests for Borrowings. Each To request a Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans Applicable Borrower shall be made upon irrevocable notice by the Borrower to notify the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such request (a) by telephonic notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any a Eurocurrency Borrowing of LIBO Rate Term Loans not later than 11:00 a.m., New York City time, three (3) Business Days before the date of the proposed Borrowing (or, with respect to Borrowings to be made on the Closing Date, such shorter time as the Administrative Agent may agree in its sole discretion), (b) by telephonic notice in the case of a Eurocurrency Borrowing of Revolving Loans (x) denominated in Dollars, not later than 11:00 a.m., New York City time, three (3) Business Days before the date of the proposed Borrowing and (iiy) on denominated in an Agreed Currency other than Dollars, not later than 11:00 a.m., New York City time, four (4) Business Days before the requested date of any the proposed Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, with respect to Borrowings to be made on the Amendment No. 6 Effective Date, such later shorter time as the Administrative Agent may agree in its sole discretion) or (c) by telephonic notice in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be acceptable irrevocable and shall be confirmed promptly by email to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period Agent of other than one, two, three or six months a written Borrowing Request in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received a form approved by the Administrative Agent not later than 11:00 a.m. four Business Days prior and signed by the Applicable Borrower; provided that in respect of the 2015 Term Loans to be borrowed on the Closing Date, the Incremental Term B-1 Loans to be borrowed on the Amendment No. 1 Effective Date, the Second Amendment Refinancing Term Loans to be borrowed on the Amendment No. 2 Effective Date, the Third Amendment Refinancing Term Loans to be borrowed on the Amendment No. 3 Effective Date, the Fourth Amendment Refinancing Term Loans to be borrowed on the Amendment No. 4 Effective Date, the Sixth Amendment Refinancing Term Loans to be borrowed on the Amendment No. 6 Effective Date, and the Seventh Amendment Refinancing Term Loans to be borrowed on the Amendment No. 7 Effective Date and the Incremental Term B-2 Loans to be borrowed on the Amendment No. 9 Effective Date, any written Borrowing Request may be provided by the Borrower on a conditional basis (provided that (1) to the requested date extent the Borrower does not borrow any Eurocurrency Loans set forth in such conditional Borrowing Request, the Borrower shall be required to compensate the Lenders under Section 2.16 for the losses, costs or expenses related thereto and (2) any such Borrowing Request shall be irrevocable once funding of such Borrowing, conversion or continuation (or such later time as is acceptable to the Borrowings has been initiated by the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of and such request and determine whether the requested Interest Period is acceptable to them and (B) not Borrowing Request may be provided no later than 10:00 a.m. three 2:00 pm, New York City Time, on the Business Days before the requested date of Day prior to such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Credit Agreement (Horizon Therapeutics Public LTD Co)

Requests for Borrowings. Each Term Borrowing, each Revolving Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)Agent. Each such notice must be in writing in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) or by telephone (and promptly confirmed in writingby delivery of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower)) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) 11:00 a.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is acceptable to the Administrative Agent); provided, however, that if the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” ”, (A) the applicable notice from the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation the relevant Borrowing (or such later time as is acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. 12:00 p.m. three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation If no election as to the Type of telephonic notice) Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested LIBO Rate Borrowing, then the relevant Borrower (or the Top Borrower on behalf of the relevant Borrower) shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing by the Borrower pursuant to Request in accordance with this Section 2.03 shall be delivered to the Administrative Agent or (y) in the form case of any LIBO Rate Borrowing, no later than one Business Day following receipt of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance accordance with Section 2.02:this Section.

Appears in 1 contract

Samples: First Lien Credit Agreement (Cotiviti Holdings, Inc.)

Requests for Borrowings. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate RateTerm SOFR Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that that, subject to Section 2.16, notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing completion of the Acquisition IPO and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate RateTerm SOFR Loans or conversion to ABR Loans (or 12:00 p.m. 11:00 a.m. one Business Day prior in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) 12:00 p.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate RateTerm SOFR Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is reasonably acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 11:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Credit Agreement (Reynolds Consumer Products Inc.)

Requests for Borrowings. Each To request a Revolving Facility Borrowing and/or an Incremental Term Borrowing, each conversion the Borrower shall notify the Administrative Agent of Loans from one Type to such request in writing in the other, and each continuation form of LIBO Rate Loans shall be made upon irrevocable notice a Borrowing Request signed by the Borrower to by hand delivery or electronic means (a) in the Administrative Agent (provided that notices in respect case of any Borrowings a Eurocurrency Borrowing, not later than 12:00 noon, Local Time, (x) to be made on the Closing Date may be conditioned on the closing at least five (5) Business Days in advance of the Acquisition proposed Borrowing Date in the case of a Revolving Facility Borrowing in an amount less than $5,000,000, and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone at least fifteen (and promptly confirmed in writing15) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) three Business Days prior to in advance of the requested day of any proposed Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day Date in the case of any a Revolving Facility Borrowing of LIBO Rate Loans in an amount greater than or equal to be made on the Closing Date$5,000,000 or (b) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition case of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent an ABR Borrowing, not later than 11:00 a.m. four Local Time, (x) at least five (5) Business Days in advance of the proposed Borrowing Date in the case of a Revolving Facility Borrowing in an amount less than $5,000,000, and (y) at least fifteen (15) Business Days in advance of the proposed Borrowing Date in the case of a Revolving Facility Borrowing in an amount greater than or equal to $5,000,000 provided, that, (i) to request a Eurocurrency Borrowing or ABR Borrowing on the Closing Date, the Borrower shall notify the Administrative Agent of such request in writing (which may be by electronic means) not later than 5:00 p.m., Local Time, one Business Day prior to the requested date of such Borrowing, conversion or continuation Closing Date (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent may agree), (ii) to request a Eurocurrency Borrowing or ABR Borrowing on the First Incremental Assumption and Amendment Agreement Effective Date, the Borrower shall give prompt notice to notify the appropriate Lenders Administrative Agent of such request and determine whether the requested Interest Period is acceptable to them and in writing (Bwhich may be by electronic means) not later than 10:00 a.m. three 5:00 p.m., Local Time, one Business Days before Day prior to the requested date of First Incremental Assumption and Amendment Agreement Effective Date (or such Borrowing, conversion or continuation, later time as the Administrative Agent may agree), (iii) to request a Eurocurrency Borrowing or ABR Borrowing on the Fourth Incremental Assumption and Amendment Agreement Effective Date, the Borrower shall notify the Borrower whether or Administrative Agent of such request in writing (which may be by electronic means) not later than 5:00 p.m., Local Time, one Business Day prior to the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice Fourth Incremental Assumption and Amendment Agreement Effective Date (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to such later time as the Administrative Agent may agree) and (iv) any such notice of an Incremental Term Borrowing may be given at such time as provided in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:applicable Incremental Assumption Agreement.

Appears in 1 contract

Samples: Incremental Assumption and Amendment Agreement (Redbox Entertainment Inc.)

Requests for Borrowings. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Eurocurrency Loans shall be made upon the Borrower’s irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date Agent, which may be conditioned on the closing given by telephone; provided, however, that any such notice of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness Specified Borrowing may be subject to and conditioned on upon the closing occurrence of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)the Verafin Acquisition Closing Date. Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 12:00 noon, New York City time, three (3) Business Days (or, in the case of the Specified Borrowing, 4:00 p.m., New York City time, three (3) Business Days) prior to the requested date of any Borrowing or continuation of Eurocurrency Loans denominated in Dollars or any conversion of ABR Loans to Eurocurrency Loans, (ii) 12:00 noon, New York City time, four (4) Business Days prior to the requested day date of any Borrowing of, conversion to or continuation of LIBO Rate Eurocurrency Loans denominated in an Alternative Currency, (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Dateiii) and (ii) 11:00 a.m., New York City time, on the requested date of any Borrowing of or conversion to ABR Loans under the Revolving A Facility, (other than Swingline Loansiv) 3:00 p.m., New York City time, on the requested date of any Borrowing of ABR Loans under the Revolving B Facility (orprovided that any notice provided after 3:00 p.m., in each caseNew York City time, such later on any day will be deemed to have been provided at 8:00 a.m., New York City time as shall be acceptable to on the Administrative Agentnext Business Day); provided, however, that if the Borrower wishes to request LIBO Rate Eurocurrency Loans (other than Eurocurrency Loans, if any, made on the Closing Date) having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent)continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not all of them. Not later than 10:00 a.m. 11:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, 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 appropriate Lenders. Each written telephonic notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall 2.03(a) must be delivered confirmed promptly by delivery to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing of, conversion to or continuation of Eurocurrency Loans shall be in an amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Section 2.05, each Borrowing of or conversion to ABR Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Borrowing Request (whether telephonic or written) shall specify (i) whether the following information Borrower is requesting a Borrowing of Revolving Loans, a conversion of Revolving Loans from one Type to the other, or a continuation of Eurocurrency Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the currency in compliance which the Loans to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or to which existing Revolving Loans are to be converted and (vi) if applicable, the duration of the Interest Period with Section 2.02:respect thereto, (vii) under which Facility the Borrowing is to be made (or whether the aggregate amount of the Loans requested should be divided between the Facilities on a pro rata basis). If the Borrower fails to specify a Type of Loan in a Borrowing Request or fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Loans shall be made as, or converted to, ABR Loans (unless the Loan being made or continued is denominated in an Alternative Currency, in which case it shall be made or continued as a Eurocurrency Loan with an Interest Period of one month). Any such automatic conversion to ABR Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable

Appears in 1 contract

Samples: Credit Agreement (Nasdaq, Inc.)

Requests for Borrowings. (a) Each Term Loan Borrowing, each conversion of Term Loans from one Type to the other, and each continuation of LIBO Adjusted Eurocurrency Rate Loans shall be made upon irrevocable written notice by the Borrower to the Administrative Agent by delivery of a Borrowing Request (provided that notices in respect of any Term Loan Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisitionPermitted Acquisition, permitted Investment or permitted irrevocable repayment, repayment or redemption or refinancing of such Indebtedness). Each such notice must be in writing the form of a Borrowing Request or Interest Election Request, as the case may be, appropriately completed and signed by telephone (and promptly confirmed in writing) a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif.tiff”)) not later than 12:00 p.m. (i) 2:00 p.m. three Business Days prior to the requested day date of any Borrowing of, conversion to of or continuation of LIBO Adjusted Eurocurrency Rate Loans (or 12:00 p.m. one Business Day in the case of any Adjusted Eurocurrency Rate Borrowing of LIBO Rate Loans to be made on the Closing Date) or any conversion of ABR Loans to Adjusted Eurocurrency Rate Loans and (ii) on 2:00 p.m. one Business Day prior to the requested date of any Borrowing of for or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is reasonably acceptable to the Administrative Agent); providedprovided that, however, that if the Borrower wishes to request LIBO Adjusted Eurocurrency Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. 12:00 p.m. three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period is available to and has been consented to approved by all the appropriate Lenders. Each written notice Lenders (such approval not to be unreasonably withheld or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:delayed).

Appears in 1 contract

Samples: Term Loan Credit Agreement (Leslie's, Inc.)

Requests for Borrowings. Each To request a Revolving Facility Borrowing and/or a Term Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to shall notify the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisitionrequest electronically (a) in the case of a Eurocurrency Borrowing, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. noon, Local Time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 10:00 a.m. Local Time, on the Business Day of the proposed Borrowing; provided, that, (i) three any such notice of an ABR Revolving Facility Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 12:00 noon, Local Time, on the date of the proposed Borrowing, (ii) to request a Borrowing on the November 2017 Effective Date, the Borrower shall notify the Administrative Agent of such request by telephone no later than 5:00 p.m., Local Time, two Business Days prior to the requested day November 2017 Effective Date, (iii) to request a Borrowing on the 2020 Effective Date, the Borrower shall notify the Administrative Agent of any Borrowing ofsuch request in writing not later than 12:00 noon, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. Local Time, one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation 2020 Effective Date (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them may agree) and (Biv) not later than 10:00 a.m. three Business Days before any such notice of an Incremental Revolving Borrowing or Incremental Term Borrowing may be given at such time as provided in the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lendersapplicable Incremental Assumption Agreement. Each written notice (or confirmation of such telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 Request shall be delivered irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Merger or, in the case of notice given in respect of Incremental Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and Request signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Incremental Assumption Agreement (Rackspace Technology, Inc.)

Requests for Borrowings. (a) Each Term Loan Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Adjusted Eurocurrency Rate Loans shall be made upon irrevocable notice by the Borrower Representative to the Administrative Agent (provided that notices in respect of any Term Loan Borrowings (x) to be made on and/or the Closing Date may be conditioned on the closing of the Acquisition and (y) Revolving Loan Borrowing to be made in connection with any acquisitionPermitted Acquisition, permitted Investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisitionPermitted Acquisition, permitted Investment or permitted irrevocable repayment, repayment or redemption or refinancing of such Indebtedness). Each such notice must be in writing or in the form of a written Borrowing Request, appropriately completed and signed by telephone (and promptly confirmed in writing) a Responsible Officer of the Borrower Representative and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 12:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Adjusted Eurocurrency Rate Loans or BA Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Adjusted Eurocurrency Rate Loans or BA Rate Loans to be made on the Closing Restatement Date) and (ii) on 10:00 a.m. one Business Day prior to the requested date day of any Borrowing of or conversion to ABR Loans or Canadian Prime Rate Loans (other than Swingline Loans) (or, in each case, such later time as shall be is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower Representative wishes to request LIBO Adjusted Eurocurrency Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in clause (x) of the definition of “Interest Period,” (A) the applicable notice from the Borrower Representative must be received by the Administrative Agent not later than 11:00 a.m. four 12:00 p.m. five Business Days prior to the requested date of such Borrowing, conversion or continuation the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall promptly notify the Borrower Representative whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:.

Appears in 1 contract

Samples: Pledge and Security Agreement (Nuvei Corp)

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Requests for Borrowings. Each To request a Borrowing, each conversion the Borrower shall notify the Lead Administrative Agent of Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon such request by irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date which may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing given by a Borrowing Request or by telephone (and promptly confirmed in writing) and provided, that, any telephonic notice must be received confirmed immediately by delivery to the Lead Administrative Agent of a Borrowing Request) (by hand deliverya) in the case of a Eurocurrency Borrowing denominated in Dollars, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. noon, Local Time, three (i3) three Business Days prior to before the requested day date of any Borrowing ofsuch proposed Borrowing, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day b) in the case of any a Eurocurrency Borrowing denominated in a Foreign Currency, not later than 12:00 noon, Local Time, four (4) Business Days (or five (5) Business Days in the case of LIBO Rate Loans to be made on a Special Notice Currency) before the Closing Date) and (ii) on the requested date of any the proposed Borrowing or (c) in the case of or conversion to an ABR Loans Borrowing, not later than 12:00 noon, New York City time, one (other than Swingline Loans1) (or, in each case, such later time as shall be acceptable to Business Day before the Administrative Agent)date of the proposed Borrowing; provided, howeverthat, that if the Borrower wishes to request LIBO Rate Loans a Eurocurrency Borrowing having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Lead Administrative Agent not later than 11:00 a.m. 12:00 noon, Local Time, (i) in the case of a Eurocurrency Borrowing denominated in Dollars, four (4) Business Days prior to before the requested date of such Borrowingproposed Borrowing or (ii) in the case of a Eurocurrency Borrowing denominated in a Foreign Currency, conversion or continuation five (5) Business Days (or such later time as is acceptable to six (6) Business Days in the Administrative Agent)case of a Special Notice Currency) before the date of the proposed Borrowing, whereupon the Lead Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not all of them. Not later than 10:00 a.m. 12:00 noon, Local Time, (A) three (3) Business Days before the requested date of such BorrowingEurocurrency Borrowing denominated in Dollars, conversion or continuation(B) four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) prior to the requested date of such Eurocurrency Borrowing denominated a Foreign Currency, the Lead 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 appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:: (1) the aggregate amount of the requested Borrowing; (2) the date of such Borrowing, which shall be a Business Day; (3) whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; (4) in the case of a Eurocurrency Borrowing, the Agreed Currency and initial Exhibit 10.50 Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period;” and (5) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07. If no election as to the Type of Borrowing is specified, then, in the case of a Borrowing denominated in Dollars, the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Lead Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Appears in 1 contract

Samples: Credit Agreement (Intuit Inc)

Requests for Borrowings. Each BorrowingBorrowing in respect of the Term Facility, each Borrowing in respect of any Additional Revolving Facility, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Term Loan Borrowings and/or Additional Revolving Loan Borrowing (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any permitted acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif.tiff”)) not later than 12:00 p.m. (i) 2:00 p.m. three (3) Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one two Business Day Days in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and or (ii) by 12:00 p.m. (Noon) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. four (4) Business Days prior to the requested date of such Borrowing, conversion or continuation Borrowing (or such later time as is shall be reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. 12:00 p.m. (Noon) three (3) Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing RequestRequest or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Security Agreement (Hayward Holdings, Inc.)

Requests for Borrowings. Each (a) To request a Revolving Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to shall notify the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or request by telephone (and promptly confirmed in writinga “Borrowing Notice”) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)A) not later than 12:00 p.m. (i) three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (ora Eurocurrency Borrowing, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowinga.m., conversion or continuation New York City time (or such later time as if the request is acceptable to the Administrative Agentdelivered in London, 11:00 a.m., London time), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such the proposed Borrowing (or if the request is delivered in London, four Business Days before the date of the proposed Borrowing) or (B) in the case of a Adjusted Prime Rate Borrowing, conversion or continuationnot later than 11:00 a.m., New York City time, one (1) Business Day before the Administrative Agent shall notify date of the Borrower whether or proposed Borrowing; provided that any such notice of a Adjusted Prime Rate Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 3.5 may be given not later than 9:00 a.m., New York City time, on the requested Interest Period has been consented to by all date of the appropriate Lendersproposed Borrowing. Each written notice (or confirmation of such telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 Notice shall be delivered irrevocable and shall be confirmed promptly by delivery to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed Notice in a form reasonably approved by a Responsible Officer of the BorrowerAdministrative Agent. Each such telephonic and written Borrowing Request Notice shall specify the following information in compliance with Section 2.02:2.6; (i) the Borrower requesting such Borrowing; (ii) the Class and Type of the requested Borrowing; (iii) the aggregate amount of such Borrowing; (iv) the date of such Borrowing, which shall be a Business Day; (v) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto; (vi) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.6; and (vii) the currency of such Borrowing (which shall be in Dollars in the case of Domestic Revolving Loans and Swingline Loans, and Competitive Bid Loans, and otherwise shall be in a Qualified Global Currency). If no election as to the currency of a Global Revolving Borrowing is specified in any such notice, then the requested Borrowing shall be denominated in Dollars. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be a Adjusted Prime Rate Borrowing if denominated in Dollars or a Eurocurrency Borrowing if denominated in a Qualified Foreign Global Currency. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Notice in accordance with this Section, the Administrative Agent shall advise each relevant Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. The Borrower shall also deliver together with each Borrowing Notice the compliance certificate required in Section 5.2 and otherwise comply with the conditions set forth in Section 5.2 for Borrowings. Not later than 1:00 p.m. (New York City time) on each Borrowing Date, each Lender shall make available its Loan or Loans, in funds immediately available in New York City to the Administrative Agent. Administrative Agent will promptly make the funds so received from the Lenders available to the Borrower. Not later than 1:00 p.m. (London time) on each Borrowing Date for Loans in Qualified Foreign Global Currency, each Lender shall make available its Loan or Loans, in funds immediately available to the Administrative Agent. Administrative Agent will promptly make the funds so received from the Lenders available to the Borrower.

Appears in 1 contract

Samples: Revolving Credit Agreement (First Industrial Realty Trust Inc)

Requests for Borrowings. Each To request a Borrowing, each conversion the Borrower Representative shall notify the Administrative Agent of Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice such request in a written Borrowing Request signed by the Borrower to the Administrative Agent Representative and delivered by electronic mail or facsimile (provided that notices in respect of any Borrowings (xa) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO a EurodollarTerm SOFR Rate Loans to be made on the Closing Date) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. a.m., Denver, Colorado time, three U.S. Government Securities Business Days before the requested date of such the proposed Borrowing; (b) in the case of a Daily Simple SOFR Rate Borrowing, conversion not later than 10:00 a.m., Denver, Colorado time, four U.S. Government Securities Business Days before the date of the proposed Borrowing; or continuation(bc) in the case of a Base Rate Borrowing, not later than 10:00 a.m., Denver, Colorado time, on the Administrative Agent shall notify date of the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lendersproposed Borrowing. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 Request shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed irrevocable and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:2.01: (i) the name of the applicable Borrower; (ii) the aggregate amount of the requested Borrowing and a breakdown of the separate wires comprising such Borrowing; (iii) the date of such Borrowing, which shall be a Business Day; (iv) whether such Borrowing is to be a Base Rate Borrowing, a Daily Simple SOFR Rate Borrowing or a EurodollarTerm SOFR Rate Borrowing; and (v) in the case of a EurodollarTerm SOFR Rate Borrowing, the initial Interest Period to be applicable thereto and the last day of such Interest Period, which shall be a period contemplated by the definition of the term “Interest Period”. If no election as to the Type of Revolving Borrowing is specified, then the requested Revolving Borrowing shall be a Base Rate Borrowing. If no Interest Period is specified with respect to any requested EurodollarTerm SOFR Rate Revolving Borrowing, then the applicable Borrower(s) shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Xxxxxx’s Loan to be made as part of the requested Borrowing. 58

Appears in 1 contract

Samples: Credit Agreement (Pilgrims Pride Corp)

Requests for Borrowings. Each BorrowingBorrowing in respect of the Term Facility, each Borrowing in respect of any Additional Revolving Facility, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Rate Loans or Term SOFR Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Term Loan Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) and/or Additional Revolving Loan Borrowing to be made in connection with any permitted acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax email or other electronic transmission (including “.pdf” or “.tif.tiff”)) not later than 12:00 p.m. (i) 2:00 p.m. three (3) Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate Loans or Term SOFR Loans (or 12:00 p.m. one two (2) Business Day Days in the case of any Borrowing of (x) LIBO Rate RateTerm SOFR Loans to be made on the Closing Third Amendment Effective Date or (y) Term SOFR Loans to be made on the Fourth Amendment Effective Date) and or (ii) 12:00 p.m. (Noon) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request (x) LIBO Rate Loans or Term SOFR Loans having an Interest Period of other than one, twoone (1), three (3) or six (6) months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. four (4) Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is shall be reasonably acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. 12:00 p.m. (Noon) three (3) Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing RequestRequest or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and 129590608_2#96809902v9 signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: First Lien Credit Agreement (Hayward Holdings, Inc.)

Requests for Borrowings. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any permitted acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif.tiff”)) not later than 12:00 p.m. (i) 2:00 p.m. three (3) Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one two Business Day Days in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and or (ii) by 12:00 p.m. (Noon) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. four (4) Business Days prior to the requested date of such Borrowing, conversion or continuation Borrowing (or such later time as is shall be reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. 12:00 p.m. (Noon) three (3) Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing RequestRequest or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Security Agreement (Hayward Holdings, Inc.)

Requests for Borrowings. Each BorrowingTo request a Borrowing of a Revolving Loan, each conversion the Company (on its own behalf or on behalf of Loans from one Type to the other, and each continuation of LIBO Rate Loans applicable Borrower) shall be made upon irrevocable notice by the Borrower to notify the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or request (a) by irrevocable repayment, redemption or refinancing of such Indebtedness). Each such written notice must be (via a written Borrowing Request in writing or by telephone (and promptly confirmed in writing) and must be received a form approved by the Administrative Agent and signed by the Company (on its own behalf or on behalf of the applicable Borrower) promptly followed by hand deliverytelephonic confirmation of such request), fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. 11:00 a.m., Local Time, (ix) three two (2) Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any a Term SOFR Borrowing) or by irrevocable written notice (via a written Borrowing Request in a form approved by the Administrative Agent and signed by such Borrower, or the Company on its behalf), (y) three (3) Business Days (in the case of LIBO a Foreign Currency Term Rate Loans to be made on the Closing DateBorrowing (other than Australian Dollars) or a Foreign Currency Daily Rate Borrowing) and (iiz) on four (4) Business Days (in the requested date case of any a Foreign Currency Term Rate Borrowing of or conversion to ABR Loans (other than Swingline Loans) (ordenominated in Australian Dollars), in each casecase before the date of the proposed Borrowing or (b) by telephone in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing; provided that any such notice of an ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later time as shall be acceptable to than 10:00 a.m., New York City time, on the Administrative Agent)date of the proposed Borrowing; provided, howeverfurther, that if the Borrower wishes to request LIBO Rate Term SOFR Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. a.m., Local Time, four (4) Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent)continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not all of them. Not later than 10:00 a.m. 11:00 a.m., Local Time, three (3) Business Days before the requested date of such Borrowing, conversion or continuation, 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 appropriate LendersLenders and the Administrative Agent. Each written notice (or confirmation of such telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 Request shall be delivered irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent in the form of a written Borrowing Request, appropriately completed Request in a form approved by the Administrative Agent and signed by a Responsible Officer the Company (on its own behalf or on behalf of the applicable Borrower). Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Credit Agreement (Heidrick & Struggles International Inc)

Requests for Borrowings. Each To request a Revolving Facility Borrowing and/or a Term Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans applicable Borrower shall be made upon irrevocable notice by the Borrower to notify the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or request by telephone (and promptly confirmed i. in writing) and must be received by the Administrative Agent (by hand deliverycase of a Eurocurrency Borrowing, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) noon, Local Time, three Business Days before the date of the proposed Borrowing or ii. in the case of an ABR Borrowing, not later than 10:00 a.m. Local Time, on the Business Day of the proposed Borrowing; provided, that, 1. to request a Borrowing on the Fourth Restatement Effective Date, the applicable Borrower shall notify the Administrative Agent of such request by telephone not later than 12:00 noon, Local Time, two Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation Fourth Restatement Effective Date (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt may agree) and 2. any such notice of an ABR Revolving Facility Borrowing to finance the appropriate Lenders reimbursement of such request and determine whether the requested Interest Period is acceptable to them and (Ban L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 10:00 a.m. three Business Days before a.m., Local Time, on the requested date of such the proposed Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of such telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 Request shall be delivered irrevocable and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent in the form of a written Borrowing Request, appropriately completed Request in a form approved by the Administrative Agent and signed by a Responsible Officer of the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:: whether such Borrowing is to be a Borrowing of Term B Loans, Revolving Facility Loans, Refinancing Term Loans, Other Term Loans, Other Revolving Loans or Replacement Revolving Loans as applicable; the aggregate amount of the requested Borrowing; the date of such Borrowing, which shall be a Business Day; whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and the location and number of the Borrowers’ account to which funds are to be disbursed. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Appears in 1 contract

Samples: First Lien Credit Agreement (Zurn Water Solutions Corp)

Requests for Borrowings. Each Term Borrowing, each Revolving Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Rate RateTerm SOFR Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)Agent. Each such notice must be in writing or the form of a written Borrowing Request, appropriately completed and signed by telephone (and promptly confirmed in writing) a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 12:00 p.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate RateTerm SOFR Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate RateTerm SOFR Loans to be made on the Closing Date) and (ii) except in the case of any Swingline Loan, 10:00 a.m. on the Business Day of the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is acceptable to the Administrative Agent) (provided that with respect to any notice requesting a Revolving Borrowing pursuant to this clause (ii) that is not received prior to 10:00 a.m. on the Business Day prior to the requested date of such Revolving Borrowing, the aggregate principal amount of such Revolving Borrowing shall not exceed $10,000,000); provided, however, that if the Borrower wishes to request LIBO Rate RateTerm SOFR Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. four Business Days prior to the requested date of such the relevant Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent)continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. 12:00 p.m. three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Credit Agreement (Victory Capital Holdings, Inc.)

Requests for Borrowings. Each Term Loan Borrowing, each conversion of Term Loans from one Type to the otherotheranother, and each continuation of LIBO Rate Loans or Term Benchmark Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Term Loan Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisitionPermitted Acquisition, permitted Investment or permitted irrevocable repayment, repayment or redemption or refinancing of such Indebtedness). Each such notice must be in writing or the form of a written Borrowing Request, appropriately completed and signed by telephone (and promptly confirmed in writing) a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and andor Term Benchmark Loans, (ii) 1:00 p.m. on the requested date of any Borrowing of or conversion to ABR Loans and (other than Swingline Loansiii) 11:00 a.m. five Business Days prior to the requested day of any Borrowing of RFR Loans (or, in each case, such later time as shall be is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. 12:00 noon three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation If no election as to the Type of telephonic notice) Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested LIBO Rate Borrowing or Term Benchmark Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing by the Borrower pursuant to Request in accordance with this Section 2.03 shall be delivered to the Administrative Agent or (y) in the form case of any LIBO Rate Borrowing, Term Benchmark Borrowing or RFR Borrowing, no later than one Business Day following receipt of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance accordance with Section 2.02:this Section.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Blackstone Mortgage Trust, Inc.)

Requests for Borrowings. Each To request a Revolving Facility Borrowing and/or a Term Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to shall notify the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisitionrequest electronically (a) in the case of a Eurocurrency Borrowing, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) noon, Local Time, three Business Days prior to before the requested day date of any the proposed Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day b) in the case of any Borrowing of LIBO Rate Loans to be made an ABR Borrowing, not later than 10:00 a.m. Local Time, on the Closing DateBusiness Day of the proposed Borrowing; provided, that, (i) and any such notice of an ABR Revolving Facility Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 12:00 noon, Local Time, on the date of the proposed Borrowing, (ii) to request a Borrowing on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or2021 Effective Date, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by shall notify the Administrative Agent not of such request by telephone no later than 11:00 a.m. four 5:00 p.m., Local Time, one Business Days Day prior to the requested date of such Borrowing, conversion or continuation 2021 Effective Date (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them may agree) and (Biii) not later than 10:00 a.m. three Business Days before any such notice of an Incremental Revolving Borrowing or Incremental Term Borrowing may be given at such time as provided in the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lendersapplicable Incremental Assumption Agreement. Each written notice (or confirmation of such telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 Request shall be delivered irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Merger or, in the case of notice given in respect of Incremental Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and Request signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Incremental Assumption and Amendment Agreement (Rackspace Technology, Inc.)

Requests for Borrowings. Each To request a Borrowing, each conversion the Borrower shall notify the Lead Administrative Agent of Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon such request by irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date which may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing given by a Borrowing Request or by telephone (and promptly confirmed in writing) and provided, that, any telephonic notice must be received confirmed immediately by delivery to the Lead Administrative Agent of a Borrowing Request) (by hand deliverya) in the case of a Eurocurrency Borrowing denominated in Dollars, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. noon, Local Time, three (i3) three Business Days prior to before the requested day date of any Borrowing ofsuch proposed Borrowing, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day b) in the case of any a Eurocurrency Borrowing denominated in a Foreign Currency, not later than 12:00 noon, Local Time, four (4) Business Days (or five (5) Business Days in the case of LIBO Rate Loans to be made on a Special Notice Currency) before the Closing Date) and (ii) on the requested date of any the proposed Borrowing or (c) in the case of or conversion to an ABR Loans Borrowing, not later than 12:00 noon, New York City time, one (other than Swingline Loans1) (or, in each case, such later time as shall be acceptable to Business Day before the Administrative Agent)date of the proposed Borrowing; provided, howeverthat, that if the Borrower wishes to request LIBO Rate Loans a Eurocurrency Borrowing having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) ”, the applicable notice from the Borrower must be received by the Lead Administrative Agent not later than 11:00 a.m. 12:00 noon, Local Time, (i) in the case of a Eurocurrency Borrowing denominated in Dollars, four (4) Business Days prior to before the requested date of such Borrowingproposed Borrowing or (ii) in the case of a Eurocurrency Borrowing denominated in a Foreign Currency, conversion or continuation five (5) Business Days (or such later time as is acceptable to six (6) Business Days in the Administrative Agent)case of a Special Notice Currency) before the date of the proposed Borrowing, whereupon the Lead Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not all of them. Not later than 10:00 a.m. 12:00 noon, Local Time, (A) three (3) Business Days before the requested date of such BorrowingEurocurrency Borrowing denominated in Dollars, conversion or continuation(ii) four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) prior to the requested date of such Eurocurrency Borrowing denominated a Foreign Currency, the Lead 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 appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:: (1) the aggregate amount of the requested Borrowing; (2) the date of such Borrowing, which shall be a Business Day; (3) whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; (4) in the case of a Eurocurrency Borrowing, the Agreed Currency and initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (5) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07. If no election as to the Type of Borrowing is specified, then, in the case of a Borrowing denominated in Dollars, the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Lead Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. CHAR1\1449231v6

Appears in 1 contract

Samples: Credit Agreement (Intuit Inc)

Requests for Borrowings. Each To request a Revolving Borrowing or Term Borrowing, each conversion of Loans from one Type to the otherapplicable Borrower (or the Company on its behalf) shall submit a Borrowing Request, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice signed by the Borrower its Senior Officer, to the Administrative Agent (provided that notices a) in respect the case of a LIBOR Borrowing denominated in US Dollars, not later than 11:00 a.m., Local Time, three Business Days before the date of the proposed Borrowing (or, in the case of any Borrowings such LIBOR Borrowing to occur on the Effective Date or any [[3851767]] 50 LIBOR Term Borrowing, such shorter period of time as may be agreed to in writing by the Administrative Agent), (b) in the case of LIBOR Borrowing denominated in an Alternative Currency or a CDOR Borrowing, not later than 11:00 a.m., Local Time, four Business Days before the date of the proposed Borrowing (or, in the case of any such Borrowing to occur on the Effective Date, such shorter period of time as may be agreed to in writing by the Administrative Agent) or (c) in the case of an ABR Borrowing, not later than 11:00 a.m., Local Time, on the day of the proposed Borrowing. Each such Borrowing Request shall be irrevocable (except that the Borrowing Request for (x) Loans to be made borrowed on the Closing Effective Date may be conditioned on the closing occurrence of the Acquisition Effective Date and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness the Delayed Draw Term Loans may be conditioned on the closing consummation of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writingthe GET Acquisition) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:: (i) the name of the applicable Borrower; (ii) whether the requested Borrowing is to be a Term Borrowing (specifying the Class thereof) or a Revolving Borrowing; (iii) the currency and principal amount of such Borrowing; (iv) the date of such Borrowing, which shall be a Business Day; (v) the Type of such Borrowing; (vi) in the case of a LIBOR Borrowing or a CDOR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and (vii) the location and number of the account of the applicable Borrower to which funds are to be disbursed (or such other account as may be designated by (or by the Company on behalf of) the applicable Borrower) or, in the case of any ABR Revolving Borrowing requested to finance the reimbursement of an LC Disbursement as provided in Section 2.20(f), the identity of the Issuing Bank that made such LC Disbursement. If no currency is specified with respect to any requested LIBOR Borrowing, then the applicable Borrower shall be deemed to have selected US Dollars. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be (A) in the case of a Borrowing denominated in US Dollars, an ABR Borrowing, (B) in the case of Borrowing denominated in an Alternative Currency (other than Canadian Dollars), a LIBOR Borrowing and (C) in the case of a Borrowing denominated in Canadian Dollars, a CDOR Borrowing. If no Interest Period is specified with respect to any requested LIBOR Borrowing or CDOR Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the applicable Class of the details thereof and of the amount of such Xxxxxx’s Loan to be made as part of the requested Borrowing. [[3851767]]

Appears in 1 contract

Samples: Credit Agreement (Westinghouse Air Brake Technologies Corp)

Requests for Borrowings. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO SOFR Loans or Eurocurrency Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, such Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 1:00 p.m. (i) three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO SOFR Loans or Eurocurrency Rate Loans (or 12:00 p.m. one (x) 15 Business Day Days in the case of any Borrowing of LIBO Rate Initial Euro Term Loans to be made on the Closing Date and (y) 12 Business Days in the case of any Borrowing of Initial Dollar Term Loans to be made on the Closing Date) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loansor 12 Business Days in the case of any Borrowing of ABR Term Loans to be made on the Closing Date) (or, in each case, such later time as shall be reasonably acceptable to the Administrative AgentConsent Party); provided, however, that if the Borrower wishes to request LIBO SOFR Loans or Eurocurrency Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is reasonably acceptable to the Administrative AgentConsent Party), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: First Lien Credit Agreement (Ranpak Holdings Corp.)

Requests for Borrowings. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO RateTerm SOFR Revolving Loans, CDOR Rate Revolving Loans, XXXXX Xxxx Revolving Loans (other than continuations and conversions), BBSY Rate Revolving Loans or EURIBOR Revolving Loans shall be made upon irrevocable notice by the applicable Borrower (or the Lead Borrower on behalf of the relevant Borrower) to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing a Borrowing of the Acquisition and (y) Revolving Loans to be made in connection with any permitted acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax e-mail or other electronic transmission (including “.pdf” or “.tif.tiff”)) not later than 12:00 p.m. (i) 2:00 p.m. three (3) Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate RateTerm SOFR Revolving Loans denominated in Dollars (or 12:00 p.m. one two (2) Business Day Days in the case of any Borrowing of LIBO Rate RateTerm SOFR Revolving Loans denominated in Dollars to be made on the Closing SecondThird Amendment Effective Date) and or CDOR Rate Revolving Loans denominated in Canadian Dollars, (ii) three (3) Business Days prior to the 129379097_5 #96094974v22 133208524_1 requested day of any Borrowing, conversion or continuation of LIBO RateTerm SOFR Revolving Loans, XXXXX Rate Revolving Loans or other Alternate Currency Term Rate Revolving Loans denominated in a currency other than Dollars or Canadian Dollars (or two (2) Business Days in the case of any Borrowing of LIBO RateTerm SOFR Revolving Loans denominated in a currency other than Dollars to be made on the SecondThird Amendment Effective Date) or (iii) 12:00 p.m. (Noon) on the requested date of any Borrowing of ABR Revolving Loans, Canadian Base Rate Revolving Loans or conversion to ABR Canadian Prime Rate Revolving Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the applicable Borrower wishes to request LIBO RateTerm SOFR Revolving Loans or Alternate Currency Term Rate Revolving Loans having an Interest Period of other than one, twoone (1), three (3) or (other than in respect of a CDOR Revolving Loan) six (6) months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the applicable Borrower (or the Lead Borrower on its behalf) must be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation (or such later time as is shall be reasonably acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. 12:00 p.m. (Noon) three (3) Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the applicable Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the applicable Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing RequestRequest or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the such Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:: the identity of the Borrower;

Appears in 1 contract

Samples: Credit Agreement (Hayward Holdings, Inc.)

Requests for Borrowings. Each To request a Revolving Facility Borrowing and/or an Incremental Term Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans Borrowers shall be made upon irrevocable notice by the Borrower to notify the Administrative Agent of such request in writing in the form of a Borrowing Request signed by the Primary Borrower by hand delivery or electronic means (provided that notices a) in respect the case of any Borrowings a SOFR Borrowing, not later than 12:00 noon, Local Time, (x) to be made on the Closing Date may be conditioned on the closing at least five (5) Business Days in advance of the Acquisition proposed Borrowing Date in the case of a Revolving Facility Borrowing in an amount less than $5,000,000, and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone at least fifteen (and promptly confirmed in writing15) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) three Business Days prior to in advance of the requested day of any proposed Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day Date in the case of any a Revolving Facility Borrowing of LIBO Rate Loans in an amount greater than or equal to be made on the Closing Date$5,000,000 or (b) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition case of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent an ABR Borrowing, not later than 11:00 a.m. four Local Time, (x) at least five (5) Business Days in advance of the proposed Borrowing Date in the case of a Revolving Facility Borrowing in an amount less than $5,000,000, and (y) at least fifteen (15) Business Days in advance of the proposed Borrowing Date in the case of a Revolving Facility Borrowing in an amount greater than or equal to $5,000,000 provided, that, (i) to request a SOFR Borrowing or ABR Borrowing on the Closing Date, the Primary Borrower shall notify the Administrative Agent of such request in writing (which may be by electronic means) not later than 5:00 p.m., Local Time, one Business Day prior to the requested date of such Borrowing, conversion or continuation Closing Date (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them may agree), and (Bii) not later than 10:00 a.m. three Business Days before the requested date any such notice of an Incremental Term Borrowing may be given at such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent time as provided in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrowerapplicable Incremental Assumption Agreement. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Credit Agreement (Chicken Soup for the Soul Entertainment, Inc.)

Requests for Borrowings. Each To request a Revolving Borrowing or Term Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to shall notify the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be request in writing or by telephone (and promptly confirmed a) in writing) and must be received by the Administrative Agent (by hand deliverycase of a EurodollarSOFR Borrowing, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. 11:00 a.m., New York City time, three (i3) three Business Days prior to before the requested day date of any the proposed Borrowing of(or, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any EurodollarSOFR Borrowing of LIBO Rate Loans to be made on the Closing Date, one (1) and Business Day) or (iib) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition case of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such an ABR Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three a.m., New York City time, one (1) Business Days Day before the requested date of such the proposed Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing Request shall be irrevocable and shall be signed by the Borrower pursuant to this Section 2.03 shall substantially in the form of Exhibit S; provided that a Borrowing Request may state that such Borrowing Request is conditioned upon the occurrence of some other identifiable event or condition, including, but not limited to, the Acquisition, in which case such Borrowing Request may be delivered revoked by the Borrower (by written notice to the Administrative Agent in on or prior to the form date of a written such Borrowing pursuant to the Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower) if such condition is not satisfied. Each such telephonic and written Borrowing Request shall specify the following information information: (i) whether the requested Borrowing is to be a Revolving Borrowing, a Term Borrowing or a Borrowing of any other Class (specifying the Class thereof); (ii) the aggregate principal amount of such Borrowing; (iii) the date of such Borrowing, which shall be a Business Day; (iv) whether such Borrowing is to be an ABR Borrowing or a EurodollarSOFR Borrowing; (v) in compliance with Section 2.02:the case of a EurodollarSOFR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;

Appears in 1 contract

Samples: Credit Agreement (American Public Education Inc)

Requests for Borrowings. Each (1) To request a Revolving Facility Borrowing, each conversion of Loans from one Type (a) with respect to any initial ABR Borrowing on the otherClosing Date, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower will deliver to the Administrative Agent a Borrowing Request not later than 2:00 p.m., New York City time, one Business Day before the anticipated Closing Date (provided or at such later date or time as the Administrative Agent may agree), requesting that notices in respect of any Borrowings (x) to be made the Lenders make the Loans on the Closing Date Date; provided that such Borrowing Request may be conditioned on the closing upon occurrence of the Acquisition Closing Date and (yb) with respect to be made in connection with any acquisitionother Borrowing, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing Borrower will notify the Administrative Agent of such acquisitionrequest by telephone, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received if arrangements for doing so have been approved by the Administrative Agent (by hand deliveryAgent, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (ora SOFR Revolving Facility Borrowing, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing2:00 p.m., conversion or continuation (or such later time as is acceptable to the Administrative Agent)New York City time, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such the proposed Borrowing or (ii) in the case of an ABR Borrowing, conversion not later than 1:00 p.m., New York City time, on the date of the proposed Borrowing (or continuationin each case, at such later date or time as the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lendersmay agree). Each written notice (such telephonic Borrowing Request will be irrevocable and will be confirmed promptly by hand delivery, facsimile or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered e mail to the Administrative Agent of a written Borrowing Request substantially in the form of a written Borrowing Request, appropriately completed Exhibit D-1 and signed by a Responsible Officer of the Borrower. (2) Each such telephonic and written Borrowing Request shall will specify the following information in compliance with Section 2.02:: (a) the aggregate amount of the requested Borrowing, which amount will not exceed Excess Availability; (b) the date of such Borrowing, which will be a Business Day; (c) whether such Borrowing is to be an ABR Borrowing or a SOFR Revolving Facility Borrowing; (d) in the case of a SOFR Revolving Facility Borrowing, the initial Interest Period to be applicable thereto, which will be a period contemplated by the definition of the term “Interest Period;”

Appears in 1 contract

Samples: Credit Agreement (Amneal Pharmaceuticals, Inc.)

Requests for Borrowings. Each Term Borrowing, each Revolving Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)Agent. Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. 11:00 a.m. (i) three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and or (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent)continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Credit Agreement (Hillman Companies Inc)

Requests for Borrowings. Each BorrowingBorrowing in respect of any Term Facility, each Borrowing in respect of any Additional Revolving Facility, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Rate SOFR Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Term Loan Borrowings and/or Additional Revolving Loan Borrowing (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition Merger and (y) to be made in connection with any permitted acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif.tiff”)) not later than 12:00 p.m. (i) 2:00 p.m. three (3) U.S. Government Securities Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate SOFR Loans (or 12:00 p.m. one (1) U.S. Government Securities Business Day in the case of any Borrowing of LIBO Rate SOFR Loans to be made on the Closing Date) and or (ii) 11:00 a.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that (x) if the Borrower wishes to request LIBO Rate Initial Delayed Draw Term Loans, the applicable notice from the Borrower must be received by the Administrative Agent not later than (i) 2:00 p.m. three (3) U.S. Government Securities Business Days prior to the requested date of such Borrowing of SOFR Loans or (ii) 2:00 p.m. one (1) Business Day to prior the requested date of such Borrowing of ABR Loans (or, in each case, such later time as shall be acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and (y) if the Borrower wishes to request SOFR Loans having an Interest Period of other than oneone (1), twotwo (2), three (3) or six (6) months in duration as provided in the definition of “Interest Period,” ”, (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. four (4) U.S. Government Securities Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is shall be reasonably acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. 12:00 p.m. three (3) U.S. Government Securities Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing RequestRequest or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Credit Agreement (Hillman Solutions Corp.)

Requests for Borrowings. Each (a) To request a Revolving Facility Borrowing and/or a Term Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans applicable Borrower shall be made upon irrevocable notice by the Borrower to notify the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone request (and promptly confirmed in writingx)(I) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any a Term SOFR Borrowing denominated in Dollars, not later than 11:00 a.m., Local Time, two (2) Business Days or (II) in the case of LIBO Rate Loans to be made on a Eurocurrency Borrowing denominated in Euros, not later than 11:00 a.m., Local Time, four (4) Business Days before the Closing Date) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (orthe proposed Borrowing, in each case, unless such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of for such Borrowing other than one, two, three or six months in duration as provided in the definition of “Interest Period,” in which case (AI) if denominated in Dollars, on the applicable notice from fourth Business Day before each such Term SOFR Borrowing or (II) if denominated in Euros, on the Borrower must be received by fifth Business Day before each such Eurocurrency Borrowing, or (y) in the Administrative Agent case of an ABR Borrowing, not later than 11:00 10:00 a.m. four Local Time, on the Business Days prior to Day of the requested date of such proposed Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether request; provided that any such notice of an ABR Revolving Facility Borrowing to finance the requested Interest Period is acceptable to them and (Breimbursement of an L/C Disbursement as contemplated by Section 2.05(c) not may be given no later than 10:00 a.m. three Business Days before 12:00 p.m., noon, Local Time, on the requested date of the proposed Borrowing. Each such BorrowingBorrowing Request shall be irrevocable provided that any Borrowing Request may state that it is conditioned upon the effectiveness of other credit facilities, conversion indentures or continuationsimilar agreements or other transactions (including, in the case of any Borrowing on the Closing Date, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written Acquisition), in which case such notice (or confirmation of telephonic notice) with respect to a Borrowing may be revoked by the applicable Borrower pursuant to this Section 2.03 shall be delivered (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied and (in the form case of telephonic requests) shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request, appropriately completed and Request signed by a Responsible Officer of the applicable Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Credit Agreement (Jazz Pharmaceuticals PLC)

Requests for Borrowings. Each BorrowingBorrowing in respect of any Term Facility, each Borrowing in respect of any Additional Revolving Facility, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Term Loan Borrowings and/or Additional Revolving Loan Borrowing (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any permitted acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif.tiff”)) not later than 12:00 p.m. (i) 2:00 p.m. three (3) Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one two Business Day Days in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and or (ii) by 11:00 a.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. four (4) Business Days prior to the requested date of such Borrowing, conversion or continuation Borrowing (or such later time as is shall be reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. 12:00 p.m. (Noon) three (3) Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing RequestRequest or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Credit Agreement (Hillman Companies Inc)

Requests for Borrowings. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent Agent, which may be given by a Borrowing Request or an Interest Election Request, as applicable (provided that notices any notice in respect of any Borrowings Borrowing (x) to be made on the Closing Date may be conditioned on the closing occurrence of the Acquisition and Closing Date, (y) to be made in connection with any acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisitionPermitted Acquisition, permitted Investment or irrevocable repaymentpermitted repayment or redemption of Indebtedness or (z) for any other purpose to which the Administrative Agent may consent (such consent not to be unreasonably withheld or delayed), redemption or refinancing may be conditioned on the occurrence of such Indebtednessthe relevant event). Each such notice must be in writing the form of a Borrowing Request or an Interest Election Request, as applicable, appropriately completed and signed by telephone (and promptly confirmed in writing) a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax delivery or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) on 10:00 a.m. one Business Day prior to the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months (or, to the extent available to all relevant affected Lenders, 12 months) in duration or such shorter period as provided in the definition of “Interest Period,” ”, (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four Business Days prior to the requested date of such the relevant Borrowing, conversion or continuation (or such later time as is reasonably acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether request, (B) the relevant requested Interest Period shall be deemed to be available to each appropriate Lender unless such Lender has delivered written notice to the Administrative Agent indicating that such Interest Period is acceptable not available to them such Lender within one Business Day following the date on which the notice described in clause (A) above is posted by the Administrative Agent and (BC) not later than 10:00 a.m. 12:00 p.m. three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation If no election as to the Type of telephonic notice) Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested LIBO Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing by the Borrower pursuant to Request in accordance with this Section 2.03 shall be delivered to the Administrative Agent or (y) in the form case of any LIBO Rate Borrowing, no later than one Business Day following receipt of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance accordance with Section 2.02:this Section.

Appears in 1 contract

Samples: Second Lien Credit Agreement (Sovos Brands, Inc.)

Requests for Borrowings. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate SOFR Revolving Loan or CDOR Revolving Loans shall be made upon irrevocable notice by the applicable Borrower (or the Lead Borrower on behalf of the relevant Borrower) to the Administrative Agent (provided that notices in respect of any Borrowings a Revolving Loan Borrowing (x) to be made on the Closing Amendment No. 2 Effective Date may be conditioned on the closing of the Acquisition Merger and (y) to be made in connection with any permitted acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif.tiff”)) not later than 12:00 p.m. (i) 2:00 p.m. three (3) Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate SOFR Revolving Loan or CDOR Revolving Loans (or 12:00 p.m. one (1) Business Day in the case of any Borrowing of LIBO Rate SOFR Revolving Loans denominated in Dollars to be made on the Closing Amendment No. 3 Effective Date), (ii) 2:00 p.m. four (4) Business Days prior to the requested day of any Borrowing, conversion or continuation of SOFR Revolving Loans denominated in a currency other than Dollars (or one (1) Business Day in the case of any Borrowing of SOFR Loans denominated in a currency other than Dollars to be made on the Amendment No. 3 Effective Date) and or (iiiii) 11:00 a.m. (x) on the requested date of any Borrowing of or conversion to ABR Revolving Loans (other than Swingline Loans) and (y) one (1) Business Day prior to the requested Borrowing of Canadian Base Rate Revolving Loans or Canadian Prime Rate Revolving Loans (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the applicable Borrower wishes to request LIBO Rate SOFR Revolving Loan or CDOR Revolving Loans having an Interest Period of other than one, twoone (1), three or (3) or, in the case of SOFR Revolving Loans only, six (6) months in duration as provided in the definition of “Interest Period,” ”, (A) the applicable notice from the applicable Borrower (or the Lead Borrower on its behalf) must be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. four (4) Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is shall be reasonably acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. 12:00 p.m. three (3) Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the applicable Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the applicable Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing RequestRequest or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the such Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Credit Agreement (Hillman Solutions Corp.)

Requests for Borrowings. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Eurocurrency Loans shall be made upon the Borrower’s irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date Agent, which may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)given by telephone. Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 12:00 noon, New York City time, three (3) Business Days prior to the requested day date of any Borrowing of, conversion to or continuation of LIBO Rate Eurocurrency Loans denominated in Dollars or any conversion of ABR Loans to Eurocurrency Loans, (or ii) 12:00 p.m. one noon, New York City time, four (4) Business Day in Days prior to the case requested date of any Borrowing or continuation of LIBO Rate Eurocurrency Loans to be made on the Closing Date) denominated in Swedish Kronor, and (iiiii) 11:00 a.m., New York City time, on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Eurocurrency Loans (other than Eurocurrency Loans, if any, made on the Closing Date) having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent)continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not all of them. Not later than 10:00 a.m. 11:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, 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 appropriate Lenders. Each written telephonic notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall 2.03(a) must be delivered confirmed promptly by delivery to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing of, conversion to or continuation of Eurocurrency Loans shall be in an amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Borrowing of or conversion to ABR Loans shall be in a principal amount of $2,500,000500,000 or a whole multiple of $500,000100,000 in excess thereof. Each Borrowing Request (whether telephonic or written) shall specify (i) whether the following information Borrower is requesting a Borrowing of Term Loans, a conversion of Term Loans from one Type to the other, or a continuation of Eurocurrency Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the currency in compliance which the Loans to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or to which existing Term Loans are to be converted and (vi) if applicable, the duration of the Interest Period with Section 2.02:respect thereto. If the Borrower fails to specify a Type of Loan in a Borrowing Request or fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans shall be made as, or converted to, ABR Loans (unless the Loan being made or continued is denominated in Swedish Kronor, in which case it shall be made or continued as a Eurocurrency Loan with an Interest Period of one month). Any such automatic conversion to ABR Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Loans in any such Borrowing Request, but fails to specify an Interest Period (or fails to give a timely notice requesting a continuation of Eurocurrency Loans denominated in Swedish Kronor), it will be deemed to have specified an Interest Period of one (1) month.

Appears in 1 contract

Samples: Credit Agreement (Nasdaq, Inc.)

Requests for Borrowings. Each To request a Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to shall notify the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be request either in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent delivery of an irrevocable Borrowing Request (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) signed by a Responsible Officer of the Borrower (a) in the case of a LIBO Rate Borrowing, not later than 12:00 p.m. (i) noon, three Business Days prior to the requested day of any Borrowing of(or, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of a LIBO Rate Loans Borrowing to be made on the Closing Date, one Business Day) and before the date of the proposed Borrowing or (iib) in the case of an ABR Borrowing, not later than 12:00 noon, on the requested date of any the proposed Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of Interest Period,” (A) , the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent)continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not them. Not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.022.01:

Appears in 1 contract

Samples: Assignment and Assumption (Interline Brands, Inc./De)

Requests for Borrowings. Each To request a Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans Applicable Borrower shall be made upon irrevocable notice by the Borrower to notify the Administrative Agent of such request (a) in the case of a USD Term SOFR Borrowing, by telephonic notice not later than 11:00 a.m., New York City time, three (3) Business Days before the date of the proposed Borrowing, (b) in the case of a Eurocurrency Borrowing denominated in an Agreed Currency other than Dollars or an RFR Borrowing, by telephonic notice not later than 11:00 a.m., New York City time, four (4) Business Days before the date of the proposed Borrowing or (c) in the case of an ABR Borrowing, by telephonic notice not later than 11:00 a.m., New York City time, one (1) Business Day before the date of the proposed Borrowing; provided that notices in respect of any Borrowings (x) any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than 10:00 a.m., New York City time, on the date of the proposed Borrowing and (y) any notice with respect to Borrowings to be made on the Closing Date may be conditioned on given with such shorter time than the closing of deadline described in clause (a), (b) or (c), as applicable, as the Acquisition and (y) to be made Administrative Agent may agree in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)its sole discretion. Each such notice must telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by email to the Administrative Agent of a written Borrowing Request in writing or by telephone (and promptly confirmed in writing) and must be received a form approved by the Administrative Agent (and signed by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) three Business Days prior to the requested day Applicable Borrower; provided that in respect of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made borrowed on the Closing Date, any written Borrowing Request may be provided by the Applicable Borrower on a conditional basis (provided that (1) to the extent the Applicable Borrower does not borrow any Eurocurrency Loans, USD Term SOFR Loans or RFR Loans set forth in such conditional Borrowing Request, the Applicable Borrower shall be required to compensate the Lenders under Section 2.16 for the losses, costs or expenses related thereto and (ii2) on the requested date of any such Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as Request shall be acceptable to irrevocable once funding of the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received Borrowings has been initiated by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of and such request and determine whether the requested Interest Period is acceptable to them and (B) not Borrowing Request may be provided no later than 10:00 a.m. three 2:00 pm, New York City Time, on the Business Days before the requested date of Day prior to such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Credit Agreement (Icon PLC)

Requests for Borrowings. Each To request a Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans Administrative Borrower shall be made upon irrevocable notice by the Borrower to notify the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or request by telephone (and promptly confirmed in writinga) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (ora Tranche A Revolving Loan Eurodollar Borrowing, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four three (3) Business Days prior before the date of the proposed Borrowing (or, solely with respect to the requested Borrowings on the Effective Date, such shorter amount of time as the Administrative Agent may agree in its sole discretion) or, (b) in the case of athe Tranche B Revolving Loan Borrowing on the Eighth Amendment Effective Date or a Tranche A Revolving Loan Base Rate Borrowing, not later than 11:00 a.m. one (1) Business Day before the date of the proposed Borrowing; provided that any such Borrowingnotice of a Base Rate Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(f) may be given(or, conversion solely with respect to the Tranche B Revolving Loan Borrowing on the Eighth Amendment Effective Date, such shorter amount of time as the Administrative Agent and the Tranche B Revolving Lenders may agree in their sole discretion); or continuation (c) in the case of a Tranche B Revolving Loan Borrowing after the Eighth Amendment Effective Date, not later than 10:0011:00 a.m. onfifteen (15) Business Days before the date of the proposed Borrowing (or such later shorter amount of time as is acceptable the Tranche B Revolving Lenders may agree in their sole discretion, subject to the Administrative Agent’s consent (such consent not to be unreasonably withheld), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders). Each written notice (or confirmation of such telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 Request shall be delivered irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and Request signed by a Responsible Officer of the BorrowerOfficer. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Credit Agreement (Stonemor Partners Lp)

Requests for Borrowings. (a) Each Term Borrowing, each Revolving Loan Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, other and each continuation of LIBO Adjusted Eurocurrency Rate Loans or Adjusted Term SOFR Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)Agent. Each such notice is irrevocable and must be in writing the form of a written Borrowing Request or Interest Election Request, as the case may be, appropriately completed and signed by a Responsible Officer of the Borrower or by telephone (and promptly confirmed in writingby delivery of a written Borrowing Request or Interest Election Request, appropriately completed and signed by a Responsible Officer of the Borrower) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Adjusted Eurocurrency Rate Loans (or 12:00 p.m. one Business Day in the case of any Term Borrowing of LIBO that is an Adjusted Eurocurrency Rate Loans Borrowing to be made on the Closing Date) and or any conversion of ABR Loans to Adjusted Eurocurrency Rate Loans, (ii) on 1:00 p.m. three U.S. Government Securities Business Days prior to the requested day of any Borrowing or continuation of Adjusted Term SOFR Loans or any conversion of ABR Loans to Adjusted Term SOFR Loans and (iii) 2:00 p.m. one Business Day prior to the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Adjusted Eurocurrency Rate Loans or Adjusted Term SOFR Loans having an Interest Period of other than one, twoone (1), three (3) or six (6) months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four (4) Business Days prior to the requested date of such the relevant Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. 12:00 p.m. three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:.

Appears in 1 contract

Samples: First Lien Credit Agreement (Waystar Holding Corp.)

Requests for Borrowings. Each Term Loan Borrowing, each conversion of Term Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Term Loan Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisitionPermitted Acquisition, permitted Investment or permitted irrevocable repayment, repayment or redemption or refinancing of such Indebtedness). Each such notice must be in writing or the form of a written Borrowing Request, appropriately completed and signed by telephone (and promptly confirmed in writing) a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) 1:00 p.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. 12:00 noon three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation If no election as to the Type of telephonic notice) Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested LIBO Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing by the Borrower pursuant to Request in accordance with this Section 2.03 shall be delivered to the Administrative Agent or (y) in the form case of any LIBO Rate Borrowing, no later than one Business Day following receipt of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance accordance with Section 2.02:this Section.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Blackstone Mortgage Trust, Inc.)

Requests for Borrowings. Each (a) To request a Revolving Facility Borrowing and/or a Term Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to shall notify the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisitionrequest (a) in the case of a Eurodollar Borrowing, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. noon, Local Time, three (i3) three Business Days prior to before the requested day date of any the proposed Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day b) in the case of any Borrowing of LIBO Rate Loans to be made an ABR Borrowing, by telephone, not later than 10:00 a.m. Local Time, on the Closing Date) and (ii) on Business Day of the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent)proposed Borrowing; provided, however, that (i) if the Borrower wishes to request LIBO Rate Eurodollar Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of "Interest Period,” (A) ', the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 12:00, noon, Local Time four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent)continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate applicable Lenders of such request and determine whether the requested Interest Period is acceptable to all of them and (B) not later than 10:00 a.m. 12:00, noon, Local Time, three Business Days before the requested date of such Borrowing, conversion or continuation, 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 appropriate Lendersapplicable Lenders and (ii) any such notice of an ABR Revolving Facility Borrowing as contemplated by Section 2.04(c) or Section 2.05(c) may be given no later than 12:00 noon, Local Time, on the date of the proposed Borrowing. Each written such Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Mergers) and (or confirmation in the case of telephonic noticerequests) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered confirmed promptly by hand delivery or electronic means to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and Request signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Credit Agreement (Centurylink, Inc)

Requests for Borrowings. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Eurocurrency Loans shall be made upon the Borrower’s irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date Agent, which may be conditioned on the closing given by telephone; provided, however, that any such notice of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness Specified Borrowing may be subject to and conditioned on upon the closing occurrence of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)the Verafin Acquisition Closing Date. Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 12:00 noon, New York City time, three (3) Business Days (or, in the case of the Specified Borrowing, 4:00 p.m., New York City time, three (3) Business Days) prior to the requested date of any Borrowing or continuation of Eurocurrency Loans denominated in Dollars or any conversion of ABR Loans to Eurocurrency Loans, (ii) 12:00 noon, New York City time, four (4) Business Days prior to the requested day date of any Borrowing of, conversion to or continuation of LIBO Rate Eurocurrency Loans denominated in an Alternative Currency, (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Dateiii) and (ii) 11:00 a.m., New York City time, on the requested date of any Borrowing of or conversion to ABR Loans under the Revolving A Facility, (other than Swingline Loansiv) 3:00 p.m., New York City time, on the requested date of any Borrowing of ABR Loans under the Revolving B Facility (orprovided that any notice provided after 3:00 p.m., in each caseNew York City time, such later on any day will be deemed to have been provided at 8:00 a.m., New York City time as shall be acceptable to on the Administrative Agentnext Business Day); provided, however, that if the Borrower wishes to request LIBO Rate Eurocurrency Loans (other than Eurocurrency Loans, if any, made on the Closing Date) having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent)continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not all of them. Not later than 10:00 a.m. 11:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, 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 appropriate Lenders. Each written telephonic notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall 2.03(a) must be delivered confirmed promptly by delivery to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing of, conversion to or continuation of Eurocurrency Loans shall be in an amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Section 2.05, each Borrowing of or conversion to ABR Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Borrowing Request (whether telephonic or written) shall specify (i) whether the following information Borrower is requesting a Borrowing of Revolving Loans, a conversion of Revolving Loans from one Type to the other, or a continuation of Eurocurrency Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the currency in compliance which the Loans to be borrowed are to be denominated, (v) the Type of Loans to be borrowed or to which existing Revolving Loans are to be converted and (vi) if applicable, the duration of the Interest Period with Section 2.02:respect thereto, (vii) under which Facility the Borrowing is to be made (or whether the aggregate amount of the Loans requested should be divided between the Facilities on a pro rata basis). If the Borrower fails to specify a Type of Loan in a Borrowing Request or fails to give a timely notice requesting a conversion or continuation, then the applicable Revolving Loans shall be made as, or converted to, ABR Loans (unless the Loan being made or continued is denominated in an Alternative Currency, in which case it shall be made or continued as a Eurocurrency Loan with an Interest Period of one month). Any such automatic conversion to ABR Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Loans in any such Borrowing Request, but fails to specify an Interest Period (or fails to give a timely notice requesting a continuation of Eurocurrency Loans denominated in an Alternative Currency), it will be deemed to have specified an Interest Period of one (1) month. If no currency is specified in a Borrowing Request, the requested Borrowing shall be in Dollars.

Appears in 1 contract

Samples: Credit Agreement (Nasdaq, Inc.)

Requests for Borrowings. Each To request a Term Loan Borrowing or a Revolving Borrowing, each conversion the Company shall notify the Administrative Agent of Loans from one Type to the other, and each continuation such request by telecopy of LIBO Rate Loans shall be made upon irrevocable notice a written Borrowing Request signed by the Borrower Company (or, in the case of a Term Loan Borrowing or a Revolving Borrowing denominated in U.S. Dollars, by telephone confirmed promptly by hand delivery or telecopy to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received a written Borrowing Request signed by the Administrative Agent Company) (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)a) not later than 12:00 p.m. (i) three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any a Eurodollar Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (ordenominated in U.S. Dollars, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four a.m., New York City time, three (3) Business Days prior to before the requested date of such the proposed Borrowing, conversion (b) in the case of a Eurodollar Borrowing denominated in a Foreign Currency, not later than 11:00 a.m., Local Time, four (4) Business Days before the date of the proposed Borrowing, or continuation (or c) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing; provided, that any such later time notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (Bcontemplated by Section 2.06(e) may be given not later than 10:00 a.m. three Business Days before a.m., New York City time, on the requested date of such the proposed Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02:: the Class and Type of such Borrowing; the aggregate amount of such Borrowing; the date of such Borrowing, which shall be a Business Day; in the case of a Eurodollar Borrowing, the Agreed Currency and initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and the location and number of the Company's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07. If no denomination is specified with respect to any requested Eurodollar Borrowing, then the requested Borrowing shall be denominated in U.S. Dollars. If no election as to the Type of Borrowing is specified, then, in the case of a Borrowing denominated in U.S. Dollars, the requested Borrowing shall be an ABR Borrowing, and in the case of a Borrowing denominated in a Foreign Currency, the requested Borrowing shall be a Eurodollar Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Company shall be deemed to have selected an Interest Period of one (1) month's duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender's Loan to be made as part of the requested Borrowing.

Appears in 1 contract

Samples: Credit Agreement (Haemonetics Corp)

Requests for Borrowings. Each To request a Borrowing, each conversion the Borrower Representative shall notify the Administrative Agent of Loans from one Type to such request in writing in a form approved by the other, Administrative Agent and each continuation of LIBO Rate Loans shall be made upon irrevocable notice signed by the Borrower Representative not later than (a) in the case of a Term SOFR Borrowing, 1:00 p.m., New York time, three (3) U.S. Government Securities Business Days before the date of the proposed Borrowing (or, in respect of the FILO Loans, such shorter period as the Administrative Agent may agree) or (b) in the case of an ABR Borrowing (other than a Swingline Borrowing), 1:00 p.m., New York time, on the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than 10:00 a.m., New York time, on the date of such proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery, facsimile, or emailed pdf to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and Request signed by a Responsible Officer of the BorrowerBorrower Representative. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:: (i) the name of the applicable Borrower(s) and whether such Borrowing is a U.S. Borrowing or Canadian Borrowing; (ii) the aggregate amount of the requested Borrowing and a breakdown of the separate wires comprising such Borrowing; (iii) the date of such Borrowing, which shall be a Business Day; (iv) the Type of such Borrowing; and (v) in the case of a Term SOFR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period.” Any Borrowing Request that shall fail to specify any of the information required by the preceding provisions of this paragraph may be rejected by the Administrative Agent if such failure is not corrected promptly after the Administrative Agent shall give written or telephonic notice thereof to the Borrower Representative and, if so rejected, will be of no force or effect. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Xxxxxx’s Loan to be made as part of the requested Borrowing. SECTION 2.04

Appears in 1 contract

Samples: Credit Agreement (Designer Brands Inc.)

Requests for Borrowings. Each Term Loan Borrowing, each conversion of Term Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Term Loan Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment investment or irrevocable repayment, repayment or redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisitionPermitted Acquisition, permitted Investment or permitted irrevocable repayment, repayment or redemption or refinancing of such Indebtedness). Each such notice must be in writing or the form of a written Borrowing Request, appropriately completed and signed by telephone (and promptly confirmed in writing) a Responsible Officer of the Borrower and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 1:00 p.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) 1:00 p.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be is reasonably acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation the relevant Borrowing (or such later time as is reasonably acceptable to the Administrative Agent), conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable available to them and (B) not later than 10:00 a.m. 12:00 noon three Business Days before the requested date of such the relevant Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented is available to by all the appropriate Lenders. Each written notice (or confirmation If no election as to the Type of telephonic notice) Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested LIBO Rate Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. The Administrative Agent shall advise each Lender of the details and amount of any Loan to be made as part of the relevant requested Borrowing (x) in the case of any ABR Borrowing, on the same Business Day of receipt of a Borrowing by the Borrower pursuant to Request in accordance with this Section 2.03 shall be delivered to the Administrative Agent or (y) in the form case of any LIBO Rate Borrowing, no later than one Business Day following receipt of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance accordance with this Section. Section 2.02:2.04. [Reserved].

Appears in 1 contract

Samples: Term Loan Credit Agreement (Blackstone Mortgage Trust, Inc.)

Requests for Borrowings. Each BorrowingBorrowing in respect of the Term Facility, each Borrowing in respect of any Additional Revolving Facility, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Parent Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)Agent. Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and or (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Parent Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Parent Borrower must be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent)continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate relevant Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented available to by all the appropriate relevant Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower Borrowers pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Parent Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Patent Security Agreement (PQ Group Holdings Inc.)

Requests for Borrowings. Each To request a Revolving Facility Borrowing and/or a Term Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to shall notify the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisitionrequest electronically (a) in the case of a Eurocurrency Borrowing, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) noon, Local Time, three Business Days prior to before the requested day date of any the proposed Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day b) in the case of any an ABR Borrowing, not later than 10:00 a.m. Local Time, on the Business Day of the proposed Borrowing; provided, that, (i) to request a Eurocurrency Borrowing of LIBO Rate Loans to be made or ABR Borrowing on the Closing Date) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by shall notify the Administrative Agent of such request by telephone not later than 11:00 a.m. four 5:00 p.m., Local Time, one Business Days Day prior to the requested date of such Borrowing, conversion or continuation Closing Date (or such later time as is acceptable to the Administrative Agent), whereupon the Administrative Agent shall give prompt may agree), (ii) any such notice of an ABR Revolving Facility Borrowing to finance the appropriate Lenders reimbursement of such request and determine whether the requested Interest Period is acceptable to them and (Ban L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 10:00 a.m. three Business Days before 12:00 noon, Local Time, on the requested date of the proposed Borrowing and (iii) any such Borrowing, conversion notice of an Incremental Revolving Borrowing or continuation, Incremental Term Borrowing may be given at such time as provided in the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lendersapplicable Incremental Assumption Agreement. Each written notice (or confirmation of such telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 Request shall be delivered irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Merger or, in the case of notice given in respect of Incremental Commitments, which may be conditioned as provided in the applicable Incremental Assumption Agreement) and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and Request signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: First Lien Credit Agreement (Rackspace Technology, Inc.)

Requests for Borrowings. Each Term Borrowing, each Revolving Borrowing, each conversion of Term Loans or Revolving Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice by the Borrower to the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition and (y) to be made in connection with any acquisition, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness)Agent. Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 12:00 p.m. (i) 11:00 a.m. three Business Days prior to the requested day of any Borrowing ofBorrowing, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Rate Loans to be made on the Closing Date) and (ii) 10:00 a.m. on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (A) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation (or such later time as is acceptable to the Administrative Agent)continuation, whereupon the Administrative Agent shall give prompt notice to the appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been consented to by all the appropriate Lenders. Each written notice (or confirmation of telephonic notice) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

Appears in 1 contract

Samples: Credit Agreement (Wanda Sports Group Co LTD)

Requests for Borrowings. Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of LIBO Rate Loans shall be made upon irrevocable notice (a) The Borrower may request a Borrowing by the Borrower to giving the Administrative Agent (provided that notices in respect of any Borrowings (x) to be made on the Closing Date may be conditioned on the closing of the Acquisition a Borrowing Request, and (y) to be made in connection with any acquisitiongiving each Lender a copy thereof, Investment or irrevocable repayment, redemption or refinancing of Indebtedness may be conditioned on the closing of such acquisition, Investment or irrevocable repayment, redemption or refinancing of such Indebtedness). Each such notice must be in writing or by telephone (and promptly confirmed in writing) and must be received by the Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not no later than 12:00 p.m. (i) three Business Days prior to the requested day of any Borrowing of, conversion to or continuation of LIBO Rate Loans (or 12:00 p.m. one Business Day in the case of any Borrowing of LIBO Eurodollar Rate Loans to be made on the Closing Date) and (ii) on the requested date of any Borrowing of or conversion to ABR Loans (other than Swingline Conversion into or Continuation as Eurodollar Rate Loans) (or, in each case, such later time as shall be acceptable to the Administrative Agent); provided, however, that if the Borrower wishes to request LIBO Rate Loans having an Interest Period of other than one, two12:00 p.m. New York time, three or six months in duration as provided in the definition of “Interest Period,” (A3) the applicable notice from the Borrower must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowingfunding, conversion Conversion, or continuation Continuation, which shall be a Business Day, and (ii) in the case of Alternative Base Rate Loans or Conversion into or Continuation as Alternative Base Rate Loans, 12:00 p.m. New York time on the Business Day of the requested date of such funding, Conversion, or Continuation, which shall be a Business Day. Any Borrowing Request received by the Administrative Agent or a Lender later time as is than 12:00 p.m. New York time, shall be deemed to have been received thereby at the opening of business on the next Business Day. Each Borrowing Request shall be made by facsimile or other electronic means acceptable to the Administrative Agent), whereupon shall be signed by an Authorized Officer and shall be effective upon receipt by the Administrative Agent shall give prompt notice and each of the Lenders. Subject to Section 3.03(c) of this Agreement, unless the Administrative Agent has received a written Notice of Declining Lender from one or more Lenders prior to 5:00 p.m., New York time, one (1) Business Day prior to the appropriate Administrative Agent’s receipt of any Borrowing Request (in which event the provisions of Section 3.11 of this Agreement shall be applicable), each of the Lenders hereunder shall be obligated, regardless of whether it has affirmatively agreed to fund its Pro Rata Share of the related Revolving Borrowing, prior to 3:00 p.m., New York time, on the date such Revolving Loan is to be made, to make available to the Administrative Agent at the Administrative Agent’s Principal Office, in immediately available funds, an amount equal to such Lender’s Pro Rata Share of such request and determine whether Revolving Loan, multiplied by the requested Interest Period is acceptable to them and (B) not later than 10:00 a.m. three Business Days before the requested date amount of such Borrowing, conversion or continuationRevolving Loan. After the Administrative Agent’s receipt of such funds and upon fulfillment of all applicable conditions precedent in Article VI hereof, the Administrative Agent shall notify will make such funds available to the Borrower, no later than close of business on that same Business Day, by crediting the amount of such Borrowing to the account of the Borrower whether or not more fully described in Schedule 3.03 hereto (in which the requested Interest Period has Collateral Agent shall have been consented granted a first priority (subject to by all the appropriate Lenders. Each written notice (or confirmation of telephonic noticePermitted Liens) with respect to a Borrowing by the Borrower pursuant to this Section 2.03 shall be delivered to the Administrative Agent in the form of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:perfected security interest).

Appears in 1 contract

Samples: Uncommitted Revolving Credit Agreement (Tesoro Corp /New/)

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