Common use of Notice of Borrowing Clause in Contracts

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to another, and each continuation of Term SOFR Loans shall be made upon the Borrower’s irrevocable notice to the Agent, which may be given by (A) telephone, or (B) a Notice of Borrowing; provided that any telephone notice must be confirmed immediately by delivery to the Agent of a Notice of Borrowing. Each such Notice of Borrowing must be received by the Agent not later than (x) 1:00 P.M. (New York City time) on the date of each Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR Borrowing. Each Borrowing of, conversion to or continuation of Loans shall be in an aggregate principal amount of $25,000,000 or any larger multiple of $5,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(b)). Each Borrowing shall specify (A) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loans, then the applicable Loans shall be converted to, Term SOFR Loans having an Interest Period of one (1) month. Any such automatic conversion to Term SOFR Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any Notice of Borrowing, but fails to specify an Interest Period, it shall be deemed to have specified an Interest Period of one (1) month.

Appears in 2 contracts

Samples: Credit Agreement (Target Corp), Credit Agreement (Target Corp)

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Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Eurodollar Rate Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent, which may be given by by: (Ai) telephone, telephone or (Bii) a Notice of BorrowingLoan Notice; provided that provided, that, any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (xA) 1:00 P.M. three (New York City time3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (B) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in an aggregate a principal amount of $25,000,000 1,000,000 or any larger a whole multiple of $5,000,000 100,000 in excess thereof (except that or, (x) in connection with any such Borrowing may be in conversion or continuation of Term Loans or Incremental Term Loans, if less, the entire principal thereof then outstanding and (y) if the aggregate Revolving Commitments as of the applicable date are less than $1,000,000, the aggregate amount available of the aggregate Revolving Commitments as of such date). Except as provided in accordance Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, (x) in connection with Section 3.02(b)any conversion or continuation of Term Loans or Incremental Term Loans, if less, the entire principal thereof then outstanding and (y) if the aggregate Revolving Commitments as of the applicable date are less than $500,000, the aggregate amount of the aggregate Revolving Commitments as of such date). Each Borrowing Loan Notice and each telephonic notice shall specify (AI) the applicable Borrower, (II) the applicable Facility and whether the such Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under such Facility, (BIII) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (CIV) the principal amount of Loans to be borrowed, converted or continued, (DV) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (EVI) if applicable, the duration of the Interest Period with respect thereto. If the applicable Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then or if the requested Loans will be made as Base Rate Loans. If the applicable Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Eurodollar Rate Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Eurodollar Rate Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a Eurodollar Rate Loan.

Appears in 2 contracts

Samples: Credit Agreement (Amedisys Inc), Credit Agreement (Amedisys Inc)

Notice of Borrowing. Each Term Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the AgentLender, which may be given by (Ai) telephone, telephone or (Bii) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Agent Lender of a Notice of BorrowingLoan Notice. Each such Notice of Borrowing notice must be received by the Agent Lender not later than 11:00 a.m. (xA) 1:00 P.M. two (New York City time2) on Business Days prior to the requested date of each Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each any Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR Borrowing. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (B) on the requested date of any Term Borrowing of Base Rate Loans; provided, however, that if the Borrower wishes to request Eurodollar Rate Loans having an Interest Period of twelve (12) months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Lender not later than 11:00 a.m. four (4) Business Days prior to the requested date of such Term Borrowing, conversion or continuation. Not later than 11:00 a.m., two (2) Business Days before the requested date of such Term Borrowing, conversion or continuation, the Lender shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period is available. Each Term Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be be, unless otherwise agreed by Lender, in an aggregate a principal amount of $25,000,000 5,000,000 or any larger a whole multiple of $5,000,000 1,000,000 in excess thereof (except that or, in connection with any such Borrowing may be in conversion or continuation of a Term Loan, if less, the aggregate amount available in accordance with Section 3.02(b)entire principal thereof then outstanding). Each Term Borrowing of or conversion to Base Rate Loans shall be, unless otherwise agreed by Lender, in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in connection with any conversion or continuation of a Term Loan, if less, the entire principal thereof then outstanding). Each Loan Notice (whether telephonic or written) shall specify (A1) whether the Borrower is requesting a Term Borrowing, a conversion of Term Loans from one Type to the other, or a continuation of Term Loans, as the case may be, (B2) the requested date of the Term Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C3) the principal amount of Term Loans to be borrowed, converted or continued, (D4) the Type of Loans to be borrowed or to which existing Term Loans are to be converted, and (E5) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Term Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Term Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Eurodollar Rate Loans. If the Borrower requests a Term Borrowing of, conversion to, or continuation of Term SOFR Eurodollar Rate Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month.

Appears in 2 contracts

Samples: Credit Agreement (Spark Therapeutics, Inc.), Credit Agreement (Alnylam Pharmaceuticals, Inc.)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the AgentLender, which may be given by (A) telephone, or (B) a Notice of Borrowing; provided that any telephone notice must be confirmed immediately by delivery to the Agent of a Notice of Borrowing. Each such Notice of Borrowing notice must be received by the Agent Lender not later than 11:00 a.m. (xi) 1:00 P.M. two (New York City time2) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans and (ii) on the requested date of each any Borrowing of Base Rate Borrowing, and (yLoans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) 11:00 A.M. (New York City time) on must be confirmed promptly by delivery to the second Business Day before each Term SOFR Borrowing, continuation Lender of a Term SOFR Borrowing or conversion written Loan Notice, appropriately completed and signed by a Responsible Officer of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR Borrowingthe Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be be, unless otherwise agreed by Lender, in an aggregate a principal amount of $25,000,000 1,000,000 or any larger a whole multiple of $5,000,000 (except that any such 500,000 in excess thereof. Except as provided in Sections 2.03(c), each Borrowing may be of or conversion to Base Rate Loans shall be, unless otherwise agreed by Lender, in the aggregate a principal amount available of $500,000 or a whole multiple of $100,000 in accordance with Section 3.02(b))excess thereof. Each Borrowing Loan Notice (whether telephonic or written) shall specify (A) the applicable Facility and whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under such Facility, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Eurodollar Rate Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month.

Appears in 2 contracts

Samples: Credit Agreement (Morningstar, Inc.), Credit Agreement (Morningstar, Inc.)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one (1) Type to anotherthe other, and each continuation of Term SOFR Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by by: (Ai) telephone, telephone or (Bii) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (xA) 1:00 P.M. two (New York City time2) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Loans, and (B) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Term SOFR Loans shall be in an aggregate a principal amount of $25,000,000 5,000,000 or any larger a whole multiple of $5,000,000 1,000,000 in excess thereof (except that any such or, if less, the entire principal thereof then outstanding). Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing may of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the aggregate amount available in accordance with Section 3.02(b)entire principal thereof then outstanding). Each Borrowing Loan Notice and each telephonic notice shall specify (AI) the applicable Facility and whether the Borrower is requesting a Borrowing, a conversion of Loans from one (1) Type to the other, or a continuation of Loans, as the case may be, under such Facility, (BII) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (CIII) the principal amount of Loans to be borrowed, converted or continued, (DIV) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (EV) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month.

Appears in 2 contracts

Samples: Credit Agreement (Tilray Brands, Inc.), Credit Agreement (Tilray Brands, Inc.)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by by: (Ai) telephone, telephone or (Bii) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (xA) 1:00 P.M. three (New York City time3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (B) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in an aggregate a principal amount of $25,000,000 2,000,000 or any larger a whole multiple of $5,000,000 1,000,000 in excess thereof (except or, in connection with any conversion or continuation of an Incremental Term Loan, the entire principal amount thereof then outstanding). Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; provided that any such a Borrowing may be in an amount equal to the remaining unused portion of the aggregate Revolving Commitments (or, in connection with any conversion or continuation of an Incremental Term Loan, the entire principal amount available in accordance with Section 3.02(b)thereof then outstanding). Each Borrowing Loan Notice and each telephonic notice shall specify (AI) whether the Borrower is requesting a BorrowingBorrowing (and, if so, whether the Borrower is requesting a Borrowing of Revolving Loans or a Borrowing of an Incremental Term Loan), a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, (BII) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (CIII) the principal amount of Loans to be borrowed, converted or continued, (DIV) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (EV) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Eurodollar Rate Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a Eurodollar Rate Loan.

Appears in 2 contracts

Samples: Credit Agreement (Digital Turbine, Inc.), Credit Agreement (Digital Turbine, Inc.)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may notice shall be given by (A) telephone, or (B) a Notice of Borrowing; provided that any telephone notice must be confirmed immediately by delivery to the Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (x) 1:00 P.M. ten (New York City time10) on Business Days prior to the requested date of each Base Rate Borrowing, any Borrowing and (y) 11:00 A.M. three (New York City time3) on Business Days prior to the second Business Day before each Term SOFR Borrowing, requested date of any conversion to or continuation of a Term SOFR Borrowing Loans or of any conversion of a Term SOFR Borrowing Loans to a Base Rate Borrowing Loans (in each case, or conversion of a Base Rate Borrowing to a Term SOFR Borrowingsuch shorter period as may be agreed by the Administrative Agent and the Required Lenders). Each Borrowing of, conversion to or continuation of SOFR Loans shall be in an aggregate a principal amount of $25,000,000 5,000,000 or any larger a whole multiple of $5,000,000 1,000,000 in excess thereof (except that or, in connection with any such Borrowing may be in conversion or continuation of a Loan, if less, the aggregate amount available in accordance with Section 3.02(b)entire principal thereof then outstanding). Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in connection with any conversion or continuation of a Loan, if less, the entire principal thereof then outstanding). Each Loan Notice shall specify (AI) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may bebe (and the Class of Loans to which such Borrowing, conversion or continuation applies), (BII) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (CIII) the principal amount of Loans to be borrowed, converted or continued, (DIV) the Type of Loans to be borrowed or to which existing Loans are to be convertedconverted or the SOFR Loans to be continued, and (EV) if applicable, the duration of the Interest Period with respect thereto, and (VI) in the case of a Borrowing, the wiring information of the Borrower’s account to which funds are to be disbursed. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month.

Appears in 2 contracts

Samples: Credit Agreement (PTC Therapeutics, Inc.), Credit Agreement (PTC Therapeutics, Inc.)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the AgentLender, which may be given by (A) telephone, telephone or (B) a Notice of BorrowingLoan Notice; provided that provided, that, any telephone telephonic notice must be confirmed immediately by delivery to the Agent Lender of a Notice of BorrowingLoan Notice. Each such Notice of Borrowing notice must be received by the Agent Lender not later than 11:00 a.m. (xi) 1:00 P.M. three (New York City time3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be be, unless otherwise agreed by Lender, in an aggregate a principal amount of $25,000,000 500,000 or any larger a whole multiple of $5,000,000 100,000 in excess thereof. Except as provided in Sections 2.03(c), each Borrowing of or conversion to Base Rate Loans shall be, unless otherwise agreed by Lender, in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (except that or, in connection with any such Borrowing may be in conversion or continuation thereof, if less, the aggregate entire principal amount available in accordance with Section 3.02(b)thereof then outstanding). Each Borrowing Loan Notice (whether telephonic or written) shall specify (A) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Eurodollar Rate Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month.

Appears in 2 contracts

Samples: Credit Agreement (Zynga Inc), Credit Agreement (Zynga Inc)

Notice of Borrowing. Each BorrowingConversion or Continuation of Loans. -------------------------------------------------------- Whenever Borrower desires to request a Loan pursuant to Subsection 1.1 or to convert or continue Base Rate or LIBOR Loans pursuant to Subsection 1.2(G), each conversion of Loans from one Type to another, and each continuation of Term SOFR Loans Borrower shall be made upon give Administrative Agent irrevocable prior written notice in the Borrower’s irrevocable notice to the Agent, which may be given by form attached hereto as Exhibit 1.3 (A) telephone, or (B) a "Notice of Borrowing; provided that any telephone notice must be confirmed immediately by delivery to the Agent of /Conversion/Continuation"), (i) if requesting a Notice of Borrowing. Each such Notice of Borrowing must be received by the Agent not later than (x) 1:00 P.M. (New York City time) on the date of each Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR Borrowing. Each Borrowing borrowing of, conversion to or continuation of Loans shall be in an aggregate principal amount of $25,000,000 the Base Rate Loan (or any larger multiple of $5,000,000 portion thereof), not later than 11:00 a.m. (except that any such Borrowing may Denver time), one (1) Business Day before the proposed borrowing, conversion or continuation is to be in the aggregate amount available in accordance with Section 3.02(beffective or (ii)). Each Borrowing shall specify (A) whether the Borrower is , if requesting a Borrowingborrowing of, a conversion of Loans from one Type to the other, or a continuation of Loansa LIBOR Loan, as not later than 11:00 a.m. (Denver time), three (3) Business Days before the case may be, (B) the requested date of the Borrowingproposed borrowing, conversion or continuationcontinuation is to be effective. Each Notice of Borrowing/Conversion/Continuation shall specify (a) the Loan (or portion thereof) to be converted or continued and, as with respect to any LIBOR Loan to be converted or continued, the case may be last day of the current Interest Period therefor, (b) the effective date of such borrowing, conversion or continuation (which shall be a Business Day or a Business Day, as applicable), (Cc) the principal amount of Loans such Loan to be borrowed, converted or continued, (Dd) the Type of Loans Interest Period to be borrowed or applicable to which existing Loans are to be convertedany new LIBOR Loan, and (Ee) if applicablethe Facility under which such borrowing, conversion or continuation is to be made. In the duration of the Interest Period with respect thereto. If the event Borrower fails to specify elect a Type of LIBOR Loan in a Notice of Borrowing, then upon any advance hereunder or upon the requested Loans will be made as Base Rate Loans. If the Borrower fails to give a timely notice requesting a conversion or continuation termination of any Term SOFR Loans, then the applicable Loans shall be converted to, Term SOFR Loans having an Interest Period of one (1) month. Any such automatic conversion to Term SOFR Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any Notice of Borrowing, but fails to specify an Interest Period, it Borrower shall be deemed to have specified an Interest Period elected to have such amount constitute a portion of one (1) monththe Base Rate Loan.

Appears in 2 contracts

Samples: Credit Agreement (Us Unwired Inc), Credit Agreement (Unwired Telecom Corp)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by by: (A) telephone, telephone or (B) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (xi) 1:00 P.M. three (New York City time3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in an aggregate a principal amount of $25,000,000 2,500,000 or any larger a whole multiple of $5,000,000 (except that any such 500,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing may of or conversion to Base Rate Loans shall be in the aggregate a principal amount available of $500,000 or a whole multiple of $100,000 in accordance with Section 3.02(b))excess thereof. Each Borrowing Loan Notice and each telephonic notice shall specify (A) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Eurodollar Rate Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a Eurodollar Rate Loan.

Appears in 2 contracts

Samples: Credit Agreement (NV5 Global, Inc.), Credit Agreement (NV5 Global, Inc.)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by by: (A) telephone, telephone or (B) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than (xi) 1:00 P.M. p.m. three (New York City time3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) 1:00 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 any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies and (iii) 12:00 noon on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in an aggregate a principal amount of the Dollar Equivalent of $25,000,000 1,000,000 or any larger a whole multiple of the Dollar Equivalent of $5,000,000 (except that any such 1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing may of or conversion to Base Rate Loans shall be in a principal amount of the aggregate amount available Dollar Equivalent of $500,000 or a whole multiple of the Dollar Equivalent of $100,000 in accordance with Section 3.02(b))excess thereof. Each Borrowing Loan Notice and each telephonic notice shall specify (A) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect theretothereto and (F) the currency of the Loans to be borrowed. If the Borrower fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Loans having denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one (1) month. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Eurocurrency Rate Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a Eurocurrency Rate Loan. Except as provided pursuant to Section 2.20(c), no Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be repaid in the original currency of such Loan and reborrowed in the other currency.

Appears in 2 contracts

Samples: Credit Agreement (Nuvasive Inc), Credit Agreement (Nuvasive Inc)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by by: (A) telephone, telephone or (B) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 1:00 p.m. (xi) 1:00 P.M. three (New York City time3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in an aggregate a principal amount of $25,000,000 250,000 or any larger a whole multiple of $5,000,000 (except that any such Borrowing may be 100,000 in the aggregate amount available in accordance with Section 3.02(b))excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice and each telephonic notice shall specify (A) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of requesting a Borrowing, then the requested applicable Loans will shall be made as Base Rate Loans. If the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be converted to, Term SOFR continued as Eurodollar Rate Loans having with an Interest Period of one (1) month. Any such automatic conversion to Term SOFR continuation as Eurodollar Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Eurodollar Rate Loans in any Notice of BorrowingLoan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month.

Appears in 1 contract

Samples: Credit Agreement (Good Times Restaurants Inc)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR BSBY Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by by: (Ai) telephone, telephone or (Bii) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 12:00 p.m., noon, (xA) 1:00 P.M. two (New York City time2) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of BSBY Rate Loans or of any conversion of BSBY Rate Loans to Base Rate Loans, and (B) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of BSBY Rate Loans shall be in an aggregate a principal amount of $25,000,000 500,000 or any larger a whole multiple of $5,000,000 (except that any such 100,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing may of or conversion to Base Rate Loans shall be in the aggregate a principal amount available of $500,000 or a whole multiple of $100,000 in accordance with Section 3.02(b))excess thereof. Each Borrowing Loan Notice and each telephonic notice shall specify (AI) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of BSBY Rate Loans, as the case may be, (BII) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (CIII) the principal amount of Loans to be borrowed, converted or continued, (DIV) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (EV) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR BSBY Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any Notice of Borrowing, but fails to specify an Interest Period, it shall be deemed to have specified an Interest Period of one (1) month.the

Appears in 1 contract

Samples: Credit Agreement (Encore Wire Corp)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Loans Loans, in each case, shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephonetelephone or a Loan Notice; provided, or (B) a Notice of Borrowing; provided that that, any telephone telephonic notice must be confirmed immediately promptly by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (xi) 1:00 P.M. two (New York City time2) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Loans, and (ii) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Term SOFR Loans shall be in an aggregate a principal amount of $25,000,000 1,000,000 or any larger a whole multiple of $5,000,000 1,000,000 in excess thereof (except that or, in connection with any such conversion or continuation of any Term Loans, if less, the entire principal thereof then outstanding). Except as provided in Sections 2.03(f) and 2.04(c), each Borrowing may of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in connection with any conversion or continuation of any Term Loans, if less, the aggregate amount available in accordance with Section 3.02(b)entire principal thereof then outstanding). Each Borrowing Loan Notice and each telephonic notice shall specify (A) the applicable Facility and whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under such Facility, (B) the requested date of the such Borrowing, conversion conversion, or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Loans to be borrowed, converted converted, or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Notice of BorrowingLoan Notice, then the requested applicable Loans will shall be made as Base Rate LoansTerm SOFR Loans with an Interest Period of one (1) month. If the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loans, then the applicable Loans shall be converted to, continued as Term SOFR Loans having with an Interest Period of one (1) month. Any such automatic conversion to continuation of Term SOFR Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month.. Notwithstanding anything to the contrary herein, this Section 2.02 shall not apply to Swingline Loans or Swingline Borrowings. CHAR1\1892801v4

Appears in 1 contract

Samples: Credit Agreement (Commercial Vehicle Group, Inc.)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by by: (Ai) telephone, telephone or (Bii) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (xA) 1:00 P.M. three (New York City time3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (B) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in an aggregate a principal amount of $25,000,000 1,000,000 or any larger a whole multiple of $5,000,000 100,000 in excess thereof (except that any such or, if less, the entire principal thereof then outstanding). Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing may of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof (or, if less, the aggregate amount available in accordance with Section 3.02(b)entire principal thereof then outstanding). Each Borrowing Loan Notice and each telephonic notice shall specify (AI) the applicable Facility and whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under such Facility, (BII) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (CIII) the principal amount of Loans to be borrowed, converted or continued, (DIV) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (EV) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Eurodollar Rate Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month.

Appears in 1 contract

Samples: Credit Agreement (KnowBe4, Inc.)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (Ai) telephone, telephone or (Bii) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (xA) 1:00 P.M. two (New York City time2) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Loans, and (B) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Term SOFR Loans shall be in an aggregate a principal amount of $25,000,000 5,000,000 or any larger a whole multiple of $5,000,000 100,000 in excess thereof (except that any such or, if less, the entire principal thereof then outstanding). Except as provided in Sections 2.03(f) and 2.04(c), each Borrowing may of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof (or, if less, the aggregate amount available in accordance with Section 3.02(b)entire principal thereof then outstanding). Each Borrowing Loan Notice and each telephonic notice shall specify (AI) the applicable Facility and whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Term SOFR Loans, as the case may be, under such Facility, (BII) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (CIII) the principal amount of Loans to be borrowed, converted or continued, (DIV) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (EV) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month.

Appears in 1 contract

Samples: Credit Agreement (Duluth Holdings Inc.)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, telephone or (B) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 12:00 p.m. (xi) 1:00 P.M. three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Loans, and (New York City timeii) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Term SOFR Loans shall be in an aggregate a principal amount of $25,000,000 5,000,000 or any larger a whole multiple of $5,000,000 1,000,000 in excess thereof (except that or, in connection with any such conversion or continuation of a Term Loan, if less, the entire principal thereof then outstanding). Except as provided in Sections 2.03(f) and 2.04(c), each Borrowing may of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in connection with any conversion or continuation of a Term Loan, if less, the aggregate amount available in accordance with Section 3.02(b)entire principal thereof then outstanding). Each Borrowing Loan Notice shall specify (Ai) the applicable Facility and whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under such Facility, (Bii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (Ciii) the principal amount of Loans to be borrowed, converted or continued, (Div) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (Ev) if applicable, the duration of the Interest Period with respect theretothereto and (vi) if applicable, the Designated Borrower. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loans, then the applicable Loans shall be converted to, Term SOFR Loans having an Interest Period of one (1) month. Any such automatic conversion to Term SOFR Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any Notice of Borrowing, but fails to specify an Interest Period, it shall be deemed to have specified an Interest Period of one (1) month.if the

Appears in 1 contract

Samples: Credit Agreement (Harmonic Inc)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may notice shall be given by (A) telephone, or (B) a Notice of Borrowing; provided that any telephone notice must be confirmed immediately by delivery to the Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (x) 1:00 P.M. twelve (New York City time12) on Business Days prior to the requested date of each Base any Borrowing of Eurodollar Rate Borrowing, and Loans or (y) 11:00 A.M. five (New York City time5) on Business Days prior to the second Business Day before each Term SOFR Borrowing, requested date of any conversion to or continuation of a Term SOFR Borrowing Eurodollar Rate Loans or of any conversion of a Term SOFR Borrowing Eurodollar Rate Loans to a Base Rate Loans and (B) twelve (12) Business Days prior to the requested date of any Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans (in each case, or such shorter period as may be agreed by the Administrative Agent and the Lender Representative). Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in an aggregate a principal amount of $25,000,000 5,000,000 or any larger a whole multiple of $5,000,000 1,000,000 in excess thereof (except that or, in connection with any such Borrowing may be in conversion or continuation of a Loan, if less, the aggregate amount available in accordance with Section 3.02(b)entire principal thereof then outstanding). Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in connection with any conversion or continuation of a Loan, if less, the entire principal thereof then outstanding). Each Loan Notice shall specify (AI) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, (BII) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (CIII) the principal amount of Loans to be borrowed, converted or continued, (DIV) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (EV) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Eurodollar Rate Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month.

Appears in 1 contract

Samples: Credit Agreement (Alnylam Pharmaceuticals, Inc.)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Notice of Borrowing; provided that that, in the case of any telephone Borrowing, telephonic notice must may be confirmed immediately by delivery given only if the Applicable Percentage of each Lender with respect to the Agent of a Notice of Borrowingsuch Borrowing will be its Unadjusted Applicable Percentage. Each such Notice of Borrowing notice must be received by the Administrative Agent not later than 11:00 a.m. (xi) 1:00 P.M. four (New York City time4) on Business Days prior to the requested date of each any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate BorrowingLoans, and (yii) 11:00 A.M. one (New York City time1) on the second Business Day before each prior to the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrower wishes to request Term SOFR Loans having an Interest Period other than one (1), three (3) or six (6) months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the requested date of such Borrowing, continuation 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 all of them. Not later than 11:00 a.m., four (4) 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 Lenders. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a Term SOFR Borrowing or conversion written Loan Notice, appropriately completed and signed by a Responsible Officer of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR Borrowingthe Borrower. Each Borrowing of, conversion to or continuation of Term SOFR Loans shall be in an aggregate a principal amount of $25,000,000 5,000,000 or any larger a whole multiple of $5,000,000 (except that any such 1,000,000 in excess thereof. Except as provided in Sections 2.03(c), each Borrowing may of or conversion to Base Rate Loans shall be in the aggregate a principal [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. amount available of $500,000 or a whole multiple of $100,000 in accordance with Section 3.02(b))excess thereof. Each Borrowing Loan Notice (whether telephonic or written) shall specify (A) the Facility and whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under such Facility, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto, (F) the Borrowing Base applicable to the requested Borrowing, (G) whether the Lenders will be required to fund the requested Borrowing based on the respective Unadjusted Applicable Percentage or Adjusted Applicable Percentage, (H) each Lender’s Applicable Percentage of the requested Borrowing, (I) each Lender’s Revolving Exposure after giving effect to the requested Borrowing, (J) the NYGB Borrowing Base applicable to the requested Borrowing and (K) the amount of the NYGB Borrowing Base Availability. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any Notice of Borrowingsuch Loan Notice, but fails fail to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month.

Appears in 1 contract

Samples: Credit Agreement (Sunrun Inc.)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephonetelephone or a Loan Notice; provided, or (B) a Notice of Borrowing; provided that that, any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (xi) 1:00 P.M. three (New York City time3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in an aggregate a principal amount of $25,000,000 5,000,000 or any larger a whole multiple of $5,000,000 1,000,000 in excess thereof (except that or, in connection with any such conversion or continuation of a Term Loan, if less, the entire principal thereof then outstanding). Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing may of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in connection with any conversion or continuation of a Term Loan, if less, the aggregate amount available in accordance with Section 3.02(b)entire principal thereof then outstanding). Each Borrowing Loan Notice and each telephonic notice shall specify (A) the applicable Facility and whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under such Facility, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Eurodollar Rate Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month. Notwithstanding anything to the contrary herein, (1) a Swingline Loan may not be converted to a Eurodollar Rate Loan, and (2) the borrowing of a Swingline Loan shall be governed by Section 2.04.

Appears in 1 contract

Samples: Credit Agreement (Us Xpress Enterprises Inc)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR BSBY Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by by: (Ai) telephone, telephone or (Bii) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (xA) 1:00 P.M. three (New York City time3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of BSBY Rate Loans or of any conversion of BSBY Rate Loans to Base Rate Loans, and (B) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of BSBY Rate Loans shall be in an aggregate a principal amount of $25,000,000 1,000,000 or any larger a whole multiple of $5,000,000 (except that any such 500,000 in excess thereof. Except as provided in Sections 2.03(f) and 2.04(c), each Borrowing may of or conversion to Base Rate Loans shall be in the aggregate a principal amount available of $500,000 or a whole multiple of $100,000 in accordance with Section 3.02(b))excess thereof. Each Borrowing Loan Notice and each telephonic notice shall specify (AI) the applicable Facility and whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under such Facility, (BII) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (CIII) the principal amount of Loans to be borrowed, converted or continued, (DIV) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (EV) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR BSBY Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR BSBY Rate Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a BSBY Rate Loan.

Appears in 1 contract

Samples: Credit Agreement (Paycom Software, Inc.)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Eurodollar Rate Loans shall be made upon the applicable Borrower’s irrevocable notice to the AgentLender, which may be given by (Ai) telephone, telephone or (Bii) a Notice of BorrowingLoan Notice; provided that provided, that, any telephone telephonic notice must be confirmed immediately promptly by delivery to the Agent Lender of a Notice of BorrowingLoan Notice. Each such Notice of Borrowing notice must be received by the Agent Lender not later than 11:00 a.m. (xi) 1:00 P.M. three (New York City time3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be be, unless otherwise agreed by Lender, (x) with respect to the Revolving Facility, in an aggregate a principal amount of $25,000,000 5,000,000 or any larger a whole multiple of $5,000,000 1,000,000 in excess thereof (except that or, (A) with respect to a Borrowing of Revolving Loans, if less, the remaining amount of the Revolving Commitment existing at such time, and (B) with respect to a conversion or continuation of Revolving Loans, if less, the entire principal thereof then outstanding), and (y) with respect to any Reducing Revolving Borrowing, or any conversion to or continuation of Reducing Revolving Loans, in a principal amount of $10,000,000 or a whole multiple of $1,000,000 in excess thereof (or, in connection with any conversion or continuation of Reducing Revolving Loans, if less, the entire principal thereof then outstanding). Except as provided in Section 2.03(c), each Borrowing of or conversion to Base Rate Loans shall be, unless otherwise agreed by Lender, (I) with respect to the Revolving Facility, in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, (A) with respect to a Borrowing of Revolving Loans, if less, the remaining amount of the Revolving Commitment existing at such Borrowing may be time, and (B) with respect to a conversion or continuation of Revolving Loans, if less, the entire principal thereof then outstanding), and (II) with respect to any Reducing Revolving Borrowing, or any conversion of Reducing Revolving Loans, in a principal amount of $10,000,000 or a whole multiple of $1,000,000 in excess thereof (or, in connection with any conversion or continuation of Reducing Revolving Loans, if less, the aggregate amount available in accordance with Section 3.02(b)entire principal thereof then outstanding). Each Borrowing such notice shall specify (A1) the applicable Borrower, (2) the applicable facility and whether the such Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under such facility, (B3) the requested date (which shall be a Business Day) of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable)be, (C4) the principal amount of Loans to be borrowed, converted or continued, (D5) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E6) if applicable, the duration of the Interest Period with respect thereto. If the applicable Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then or if the requested Loans will be made as Base Rate Loans. If the applicable Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Eurodollar Rate Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Eurodollar Rate Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month.

Appears in 1 contract

Samples: Credit Agreement (Resources Connection Inc)

Notice of Borrowing. Whenever Borrower desires to borrow under this Section 2.1, but in no event more than three times during any one calendar month or more than 36 times in the aggregate during any Fiscal Year, Borrower shall give Agent, at Xxxxx Fargo Real Estate Group Disbursement Center, 0000 Xxxx Xxxx Xxxxx, Xxxxx 000, Xx Xxxxxxx, Xxxxxxxxxx 00000, with a copy to: Xxxxx Fargo Real Estate Group, Inc., 00000 Xxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000, Attention: Account Officer, or such other addresses as Agent shall designate, an original or facsimile Notice of Borrowing no later than 10:00 A.M. (California time), not fewer than three nor more than five Business Days prior to the proposed Funding Date of each Loan. Each Borrowing, each conversion Notice of Loans from one Type to another, and each continuation of Term SOFR Loans Borrowing shall specify (1) the proposed Funding Date (which shall be made upon a Business Day) for the Borrower’s irrevocable notice Loan; (2) the amount of the proposed Loan; provided, that, the aggregate amount of such proposed Loan shall equal $1,000,000 or integral multiples of $100,000 in excess thereof; (3) whether the Loan will be a Base Rate Loan or a LIBOR Loan and, if a LIBOR Loan, the Interest Period; (4) to which account of Borrower the Agent, which may funds are to be given by directed; and (A5) telephone, or (Bthat the use of the proceeds of such Loan will be consistent with Section 7.1(h) a of this Agreement. Any Notice of Borrowing; provided that any telephone notice must Borrowing pursuant to this Section 2.1(b) shall be confirmed immediately by delivery to the Agent of a Notice of Borrowingirrevocable. Each such Notice of Borrowing must shall be received accompanied by all reports or documents required to be delivered by Borrower to Agent under this Agreement. Borrower may elect (A) to convert Base Rate Loans, or any portion thereof, into a LIBOR Loan; (B) to convert LIBOR Loans, or any portion thereof, into a Base Rate Loan; or (C) to continue any LIBOR Loan, or any portion thereof, for an additional Interest Period, provided, however, that the aggregate amount of the LIBOR Loans being converted shall, in the aggregate, equal $1,000,000, or an integral multiple of $100,000 in excess thereof. The applicable Interest Period for the continuation of any LIBOR Loan shall commence on the day on which the next preceding Interest Period expires. Each such election shall be made by giving Agent not later than written notice thereof by 10:00 A.M. (x) 1:00 P.M. (New York City California time) on the date of each Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing Loan, or conversion by 10:00 A.M. (California time), not fewer than three nor more than five Business Days prior to the date of a Base Rate Borrowing to a Term SOFR Borrowing. Each Borrowing of, conversion to or continuation of Loans shall be a LIBOR Loan, specifying, in an aggregate principal each case (i) whether a conversion or continuation is to occur; (ii) the amount of $25,000,000 the conversion or any larger multiple of $5,000,000 continuation; (except that any such Borrowing may be iii) the Interest Period therefor, in the aggregate amount available in accordance with Section 3.02(b)). Each Borrowing shall specify (A) whether the Borrower is requesting a Borrowing, case of a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, a LIBOR Loan; and (Biv) the requested date of the Borrowing, conversion or continuation, as the case may be continuation (which date shall be a Business Day). Agent shall notify each Lender of each such Notice of Borrowing and its contents within one (1) Business Day or a Business Day, as applicableafter Agent's receipt thereof. Notwithstanding anything to the contrary contained herein and subject to the Default Interest provisions contained in Section 2.4(d), (C) if an Event of Default occurs and as a result thereof the principal amount Commitments are terminated, all LIBOR Loans will convert to Base Rate Loans upon the expiration of the applicable Interest Periods therefor or the date all Loans to be borrowedbecome due, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicablewhichever occurs first. Except as provided above, the duration conversion of a LIBOR Loan to a Base Rate Loan shall occur only on the last Business Day of the Interest Period with respect thereto. If the Borrower fails relating to specify a Type of Loan in a Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loans, then the applicable Loans shall be converted to, Term SOFR Loans having an Interest Period of one (1) month. Any such automatic conversion to Term SOFR Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any Notice of Borrowing, but fails to specify an Interest Period, it shall be deemed to have specified an Interest Period of one (1) monthLIBOR Loan.

Appears in 1 contract

Samples: Credit Agreement (Paragon Group Inc)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Loans shall be made upon the a Borrower’s irrevocable notice to the Administrative Agent, which may be given by by: (Ai) telephone, telephone or (Bii) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately promptly by delivery to the Administrative Agent of a Notice Loan Notice; provided, further, that any such notice of BorrowingBorrowing made in connection with the anticipated closing of a Permitted Acquisition (and with the intent to fund all or a portion of the purchase price for such acquisition) may be conditioned on the occurrence and closing of such Permitted Acquisition. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (xA) 1:00 P.M. two (New York City time2) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Base Rate Loans to Term SOFR Loans, and (B) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing Loans or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Term SOFR Loans shall be in an aggregate a principal amount of $25,000,000 1,000,000 or any larger a whole multiple of $5,000,000 100,000 in excess thereof (except that or, in connection with any such conversion or continuation of a Term Loan, if less, the entire principal thereof then outstanding). Except as provided in Sections 2.03(f) and 2.04(c), each Borrowing may of or conversion to Base Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess thereof (or, in connection with any conversion or continuation of a Term Loan, if less, the aggregate amount available in accordance with Section 3.02(b)entire principal thereof then outstanding). Each Borrowing Loan Notice shall specify (AI) the applicable Facility and whether the such Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under such Facility, (BII) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (CIII) the principal amount of Loans to be borrowed, converted or continued, (DIV) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (EV) if applicable, the duration of the Interest Period with respect thereto. If the a Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If the or if a Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the a Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a Term SOFR Loan.

Appears in 1 contract

Samples: Credit Agreement (1847 Goedeker Inc.)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Loans Eurodollar Rate Loans, in each case, shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephonetelephone or a Loan Notice; provided, or (B) a Notice of Borrowing; provided that that, any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (xi) 1:00 P.M. three (New York City time3) on Business Days prior to the requested date of each any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate BorrowingLoans, and (yii) 11:00 A.M. one (New York City time1) on the second Business Day before each Term SOFR Borrowing, continuation prior to the requested date of a Term SOFR any Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in an aggregate a principal amount of $25,000,000 3,000,000 or any larger a whole multiple of $5,000,000 1,000,000 in excess thereof (except that or, in connection with any such conversion or continuation of a Term Loan, if less, the entire principal thereof then outstanding). Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing may of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in connection with any conversion or continuation of a Term Loan, if less, the aggregate amount available in accordance with Section 3.02(b)entire principal thereof then outstanding). Each Borrowing Loan Notice and each telephonic notice shall specify (A) the applicable Facility and whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under such Facility, (B) the requested date of the such Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Eurodollar Rate Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month. Notwithstanding anything to the contrary herein, this Section 2.02 shall not apply to Swingline Loans.

Appears in 1 contract

Samples: Credit Agreement (Mission Produce, Inc.)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR BSBY Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by by: (A) telephone, telephone or (B) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (xi) 1:00 P.M. three (New York City time3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of BSBY Rate Loans or of any conversion of BSBY Rate Loans to Base Rate Loans, and (ii) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of BSBY Rate Loans shall be in an aggregate a principal amount of $25,000,000 500,000 or any larger a whole multiple of $5,000,000 (except that any such 100,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing may of or conversion to Base Rate Loans shall be in the aggregate a principal amount available of $500,000 or a whole multiple of $100,000 in accordance with Section 3.02(b))excess thereof. Each Borrowing Loan Notice and each telephonic notice shall specify (A) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR BSBY Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR BSBY Rate Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a BSBY Rate Loan.

Appears in 1 contract

Samples: Credit Agreement (Evi Industries, Inc.)

Notice of Borrowing. Whenever Borrower desires to borrow under this Section 2.01, Borrower shall give Agent, at Xxxxx Fargo Real Estate Group Disbursement Center, 0000 Xxxx Xxxx Xxxxx, Xxxxx 000, Xx Xxxxxxx, Xxxxxxxxxx 00000, with a copy to: Xxxxx Fargo Bank, N.A., 000 Xxxxx Xxxxxx Xxxxx, Suite 1900, Chicago, Illinois 60606, Attn: Account Officer, or such other address as Agent shall designate, an original or facsimile Notice of Borrowing no later than 10:00 A.M. (California time), not less than three (3) nor more than five (5) Business Days prior to the proposed Funding Date of each Loan. Each Borrowing, each conversion Notice of Loans from one Type to another, and each continuation of Term SOFR Loans Borrowing shall specify (i) the Funding Date (which shall be made upon a Business Day) in respect of the Borrower’s irrevocable notice to Loan, (ii) the Agentamount of the proposed Loan, which may be given by provided that the aggregate amount of such proposed Loan shall equal (A) telephonein the case of Base Rate Loans, One Million Dollars ($1,000,000) or integral multiples of One Hundred Thousand Dollars ($100,000) in excess thereof, or (B) in the case of LIBOR Loans, One Million Dollars ($1,000,000) or integral multiples of One Hundred Thousand Dollars ($100,000) in excess thereof, and (iii) whether the Loan to be made thereunder will be a Base Rate Loan or a LIBOR Loan and, if a LIBOR Loan, the Interest Period. Any Notice of Borrowing; provided that any telephone notice must Borrowing pursuant to this Section 2.01(b) shall be confirmed immediately by delivery to the Agent of a Notice of Borrowingirrevocable. Each such Notice of Borrowing must shall be received accompanied by all reports or documents required to be delivered by Borrower to Agent or any Lender under this Agreement. Borrower may elect (A) so long as no Event of Default has occurred and is continuing, to convert Base Rate Loans or any portion thereof into LIBOR Loans, (B) to convert LIBOR Loans or any portion thereof into Base Rate Loans, or (C) so long as no Event of Default has occurred and is continuing, to continue any LIBOR Loans or any portion thereof for an additional Interest Period, provided, however, that the Agent not later than aggregate amount of Loans being continued as or converted into LIBOR Loans shall, in the aggregate, equal One Million Dollars (x$1,000,000) 1:00 P.M. or an integral multiple of One Hundred Thousand Dollars (New York City $100,000) in excess thereof. The applicable Interest Period for the continuation of any LIBOR Loan shall commence on the day on which the next preceding Interest Period expires. Each such election shall be made by giving Agent, at 0000 X. Xxxx Xxxxx, Xxxxx 000, Xx Xxxxxxx, Xxxxxxxxxx 00000, Attn: Xxx Xxxxxxx, a Notice of Continuation/Conversion by 10:00 A.M. (California time) on the date of each Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing Loan, or conversion by 10:00 A.M. (California time) not less than three (3) nor more than five (5) Business Days prior to the date of a Base Rate Borrowing to a Term SOFR Borrowing. Each Borrowing of, conversion to or continuation of Loans shall be a LIBOR Loan, specifying, in an aggregate principal each case (1) whether a conversion or continuation is to occur, (2) the amount of $25,000,000 or any larger multiple of $5,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(b)). Each Borrowing shall specify (A) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, (B) the requested date of the Borrowing, conversion or continuation, as (3) the Interest Period therefor, in the case may be of a conversion to or continuation of a LIBOR Loan, and (4) the date of the conversion or continuation (which date shall be a Business Day). Agent shall promptly notify each Lender, but in any event within one (1) Business Day after receipt of such notice, of its receipt of each such notice and the contents thereof. Notwithstanding anything to the contrary contained herein and subject to the default interest provisions contained in Section 2.03, if an Event of Default occurs and as a result thereof the Commitments are terminated, all LIBOR Loans will convert to Base Rate Loans upon the expiration of the applicable Interest Periods therefor or a Business Daythe date all Loans become due, whichever occurs first. Except as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicableprovided above, the duration conversion of a LIBOR Loan to a Base Rate Loan shall only occur on the last Business Day of the Interest Period relating to such LIBOR Loan. In the absence of an effective election by Borrower of a LIBOR Loan and Interest Period in accordance with the above procedures prior to the third (3rd) Business Day prior to the expiration of the then current Interest Period with respect thereto. If to any LIBOR Loan, interest on such LIBOR Loan shall accrue at the Borrower fails interest rate then applicable to specify a Type of LIBOR Loan in a Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loans, then the applicable Loans shall be converted to, Term SOFR Loans having for an Interest Period of one thirty (130) month. Any such automatic conversion to Term SOFR Loans having an Interest Period of one (1) month shall be days, effective as immediately upon the expiration of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any Notice of Borrowing, but fails to specify an then-current Interest Period, it without prejudice, however, to the right of Borrower to elect a Base Rate Loan or a different Interest Period in accordance with the terms and provisions of this Agreement; provided, however, that if such continuation shall cause the number of LIBOR Loan tranches to exceed six (6), such LIBOR Loan shall be deemed converted to have specified an Interest Period of one (1) montha Base Rate Loan.

Appears in 1 contract

Samples: Credit Agreement (Manufactured Home Communities Inc)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (Ai) telephone, telephone or (Bii) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (xA) 1:00 P.M. two Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Loans, and (New York City timeB) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Term SOFR Loans shall be in an aggregate a principal amount of Five Million Dollars ($25,000,000 5,000,000) or any larger a whole multiple of One Million Dollars ($5,000,000 1,000,000) in excess thereof (except that any such or, if less, the entire principal thereof then outstanding). Except as provided in SectionsSection 2.03(f) and 2.04(c), each Borrowing may of or conversion to Base Rate Loans shall be in the aggregate a principal amount available of Five Hundred Thousand Dollars ($500,000) or a whole multiple of One Hundred Thousand Dollars ($100,000) in accordance with Section 3.02(b))excess thereof. Each Borrowing Loan Notice shall specify (A1) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Term SOFR Loans, as the case may be, (B2) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C3) the principal amount of Loans to be borrowed, converted or continued, (D4) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E5) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month.

Appears in 1 contract

Samples: Credit Agreement (Irobot Corp)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by by: (A) telephone, telephone or (B) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (xi) 1:00 P.M. three (New York City time3) U.S. Government Securities Business Days prior to the requested date of any Borrowing of, conversion to or continuation of SOFR Rate Loans or of any conversion of SOFR Rate Loans to Base Rate Loans, and (ii) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of SOFR Rate Loans shall be in an aggregate a principal amount of $25,000,000 250,000 or any larger a whole multiple of $5,000,000 (except that any such Borrowing may be 100,000 in the aggregate amount available in accordance with Section 3.02(b))excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice and each telephonic notice shall specify (A) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of requesting a Borrowing, then the requested applicable Loans will shall be made as Base Rate Loans. If the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be converted to, Term continued as SOFR Rate Loans having with an Interest Period of one (1) month. Any such automatic conversion to Term continuation as SOFR Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Rate Loans in any Notice of BorrowingLoan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month.

Appears in 1 contract

Samples: Credit Agreement (Good Times Restaurants Inc.)

Notice of Borrowing. Whenever Borrower desires to borrow under this Section 2.01, Borrower shall give Agent, at Xxxxx Fargo Real Estate Group Disbursement Center, 0000 Xxxx Xxxx Xxxxx, Xxxxx 000, Xx Xxxxxxx, Xxxxxxxxxx 00000, with a copy to: Xxxxx Fargo Bank, N.A., 000 Xxxxx Xxxxxx Xxxxx, Suite 1900, Chicago, Illinois 60606, Attn: Account Officer, or such other address as Agent shall designate, an original or facsimile Notice of Borrowing no later than 10:00 A.M. (California time), not less than three (3) nor more than five (5) Business Days prior to the proposed Funding Date of each Loan. Each Borrowing, each conversion Notice of Loans from one Type to another, and each continuation of Term SOFR Loans Borrowing shall specify (i) the Funding Date (which shall be made upon a Business Day) in respect of the Borrower’s irrevocable notice to Loan, (ii) the Agentamount of the proposed Loan, which may be given by provided that the aggregate amount of such proposed Loan shall equal (A) telephonein the case of Base Rate Loans, One Million Dollars ($1,000,000) or integral multiples of One Hundred Thousand Dollars ($100,000) in excess thereof, or (B) in the case of LIBOR Loans, One Million Dollars ($1,000,000) or integral multiples of One Hundred Thousand Dollars ($100,000) in excess thereof, and (iii) whether the Loan to be made thereunder will be a Base Rate Loan or a LIBOR Loan and, if a LIBOR Loan, the Interest Period. Any Notice of Borrowing; provided that any telephone notice must Borrowing pursuant to this Section 2.01(b) shall be confirmed immediately by delivery to the Agent of a Notice of Borrowingirrevocable. Each such Notice of Borrowing must shall be received accompanied by all reports or documents required to be delivered by Borrower to Agent or any Lender under this Agreement. Borrower may elect (A) so long as no Event of Default has occurred and is continuing, to convert Base Rate Loans or any portion thereof into LIBOR Loans, (B) to convert LIBOR Loans or any portion thereof into Base Rate Loans, or (C) so long as no Event of Default has occurred and is continuing, to continue any LIBOR Loans or any portion thereof for an additional Interest Period, provided, however, that the Agent not later than aggregate amount of Loans being continued as or converted into LIBOR Loans shall, in the aggregate, equal One Million Dollars (x$1,000,000) 1:00 P.M. or an integral multiple of One Hundred Thousand Dollars (New York City $100,000) in excess thereof. The applicable Interest Period for the continuation of any LIBOR Loan shall commence on the day on which the next preceding Interest Period expires. Each such election shall be made by giving Agent, at 0000 X. Xxxx Xxxxx, Xxxxx 000, Xx Xxxxxxx, Xxxxxxxxxx 00000, Attn: Xxx Xxxxx, a Notice of Continuation/Conversion by 10:00 A.M. (California time) on the date of each Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing Loan, or conversion by 10:00 A.M. (California time) not less than three (3) nor more than five (5) Business Days prior to the date of a Base Rate Borrowing to a Term SOFR Borrowing. Each Borrowing of, conversion to or continuation of Loans shall be a LIBOR Loan, specifying, in an aggregate principal each case (1) whether a conversion or continuation is to occur, (2) the amount of $25,000,000 or any larger multiple of $5,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(b)). Each Borrowing shall specify (A) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, (B) the requested date of the Borrowing, conversion or continuation, as (3) the Interest Period therefor, in the case may be of a conversion to or continuation of a LIBOR Loan, and (4) the date of the conversion or continuation (which date shall be a Business Day). Agent shall promptly notify each Lender, but in any event within one (1) Business Day after receipt of such notice, of its receipt of each such notice and the contents thereof. Notwithstanding anything to the contrary contained herein and subject to the default interest provisions contained in Section 2.03, if an Event of Default occurs and as a result thereof the Commitments are terminated, all LIBOR Loans will convert to Base Rate Loans upon the expiration of the applicable Interest Periods therefor or a Business Daythe date all Loans become due, whichever occurs first. Except as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicableprovided above, the duration conversion of a LIBOR Loan to a Base Rate Loan shall only occur on the last Business Day of the Interest Period relating to such LIBOR Loan. In the absence of an effective election by Borrower of a LIBOR Loan and Interest Period in accordance with the above procedures prior to the third (3rd) Business Day prior to the expiration of the then current Interest Period with respect thereto. If to any LIBOR Loan, interest on such LIBOR Loan shall accrue at the Borrower fails interest rate then applicable to specify a Type of LIBOR Loan in a Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loans, then the applicable Loans shall be converted to, Term SOFR Loans having for an Interest Period of one thirty (130) month. Any such automatic conversion to Term SOFR Loans having an Interest Period of one (1) month shall be days, effective as immediately upon the expiration of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any Notice of Borrowing, but fails to specify an then-current Interest Period, it without prejudice, however, to the right of Borrower to elect a Base Rate Loan or a different Interest Period in accordance with the terms and provisions of this Agreement; provided, however, that if such continuation shall cause the number of LIBOR Loan tranches to exceed six (6), such LIBOR Loan shall be deemed converted to have specified an Interest Period of one (1) montha Base Rate Loan.

Appears in 1 contract

Samples: Credit Agreement (Equity Lifestyle Properties Inc)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by by: (A) telephone, telephone or (B) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (xi) 1:00 P.M. three (New York City time3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any CHAR1\1485063v6 conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in an aggregate a principal amount of $25,000,000 250,000 or any larger a whole multiple of $5,000,000 (except that any such Borrowing may be 100,000 in the aggregate amount available in accordance with Section 3.02(b))excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice and each telephonic notice shall specify (A) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of requesting a Borrowing, then the requested applicable Loans will shall be made as Base Rate Loans. If the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be converted to, Term SOFR continued as Eurodollar Rate Loans having with an Interest Period of one (1) month. Any such automatic conversion to Term SOFR continuation as Eurodollar Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Eurodollar Rate Loans in any Notice of BorrowingLoan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month.

Appears in 1 contract

Samples: Credit Agreement (Jamba, Inc.)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the AgentAdministrative Agent (provided that a notice of Borrowing with respect to funding of a Permitted Acquisition may state that such notice is conditioned upon the completion of such Permitted Acquisition, in which case, subject to Section 3.05, such notice of Borrowing may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified Borrowing date) if the Permitted Acquisition is not consummated at the time specified), which may be given by (A) telephone, telephone or (B) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 12:00 noon (xi) 1:00 P.M. three (New York City time3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in an aggregate a principal amount of $25,000,000 1,000,000 or any larger a whole multiple of $5,000,000 500,000 in excess thereof (except that any such or, if less, the remaining available amount of Revolving Commitments). Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing may of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the aggregate remaining available amount available in accordance with Section 3.02(b)of Revolving Commitments). Each Borrowing Loan Notice and each telephonic notice shall specify (A) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Eurodollar Rate Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a Eurodollar Rate Loan.

Appears in 1 contract

Samples: Credit Agreement (El Pollo Loco Holdings, Inc.)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Agent, which may be given by (A) telephone, or (B) a Notice of Borrowing; provided that any telephone notice must be confirmed immediately by delivery to the Agent of a Notice of Borrowing. Each such Notice of Borrowing notice must be received by the Agent not later than 12:00 p.m. (xi) 1:00 P.M. three (New York City time3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans, and (ii) on the requested date of each Base any Borrowing of LIBOR Daily Floating Rate Borrowing, and Loans or of any conversion of Eurodollar Rate Loans to LIBOR Daily Floating Rate Loans. Each telephonic notice by Borrower pursuant to this subsection (ya) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation must be confirmed promptly by delivery to Agent of a Term SOFR Borrowing or conversion written Loan Notice, appropriately completed and signed by a Responsible Officer of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingBorrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in an aggregate a principal amount of $25,000,000 2,000,000 or any larger a whole multiple of $5,000,000 (except that any such 500,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing may of or conversion to LIBOR Daily Floating Rate Loans shall be in the aggregate a principal amount available of $250,000 or a whole multiple of $50,000 in accordance with Section 3.02(b))excess thereof. Each Borrowing Loan Notice (whether telephonic or written) shall specify (A) the applicable Facility and whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under such Facility, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If the or if Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthLIBOR Daily Floating Rate Loans. Any such automatic conversion to Term SOFR LIBOR Daily Floating Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Eurodollar Rate Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a Eurodollar Rate Loan.

Appears in 1 contract

Samples: Credit Agreement (RigNet, Inc.)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Loans or Alternative Currency Term Rate Loans shall be made upon the applicable Borrower’s irrevocable notice to the AgentLender, which may be given by (A) telephone, telephone or (B) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Agent Lender of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Agent Lender not later than (xi) 1:00 P.M. in the case of Term SOFR Loans, 11:00 a.m. two (New York City time2) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Loans, (ii) in the case of Alternative Currency Loans, 11:00 a.m. four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or, in the case of Alternative Currency Term Rate Loans, any continuation, and (iii) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Term SOFR Loans or Alternative Currency Term Rate Loans, as applicable, shall be, unless otherwise agreed by Lender, in a principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent of $100,000 in excess thereof (or such lesser amounts as agreed by the Lender). Except as provided in Section 2.03(c), each Borrowing of or conversion to Base Rate Loans shall be be, unless otherwise agreed by Lender, in an aggregate a principal amount of $25,000,000 100,000 or any larger a whole multiple of $5,000,000 10,000 in excess thereof (except that any or such Borrowing may be in lesser amounts as agreed by the aggregate amount available in accordance with Section 3.02(b)Lender). Each Borrowing Loan Notice (whether telephonic or written) shall specify (A) whether the applicable Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto, (F) the currency of the Loans to be borrowed, and (G) the applicable Borrower. If a Borrower fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If a Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If the or if a Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Alternative Currency Term SOFR Rate Loans, such Loans having shall be continued as Alternative Currency Term Rate Loans in their original currency with an Interest Period of one (1) month. Any such automatic conversion to of Term SOFR Loans having an Interest Period of one (1) month to Base Rate Loans shall be effective as of the last day ​ ​ of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the a Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans or Alternative Currency Term Rate Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month. Except as permitted pursuant to Section 2.02(c), no Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be repaid in the original currency of such Loan and reborrowed in the other currency.

Appears in 1 contract

Samples: Credit Agreement (Hurco Companies Inc)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Notice of Borrowing; provided that that, in the case of any telephone Borrowing, telephonic notice must may be confirmed immediately by delivery given only if the Applicable Percentage of each Lender with respect to the Agent of a Notice of Borrowingsuch Borrowing will be its Unadjusted Applicable Percentage. Each such Notice of Borrowing notice must be received by the Administrative Agent not later than 11:00 a.m. (xi) 1:00 P.M. four (New York City time4) on Business Days prior to the requested date of each any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate BorrowingLoans, and (yii) 11:00 A.M. one (New York City time1) on the second Business Day before each prior to the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrower wishes to request Term SOFR Loans having an Interest Period other than one (1), three (3) or six (6) months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the requested date of such Borrowing, continuation 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 all of them. Not later than 11:00 a.m., four (4) 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 Lenders. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a Term SOFR Borrowing or conversion written Loan Notice, appropriately completed and signed by a Responsible Officer of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR Borrowingthe Borrower. Each Borrowing of, conversion to or continuation of Term SOFR Loans shall be in an aggregate a principal amount of $25,000,000 5,000,000 or any larger a whole multiple of $5,000,000 (except that any such 1,000,000 in excess thereof. Except as provided in Sections 2.03(c), each Borrowing may of or conversion to Base Rate Loans shall be in the aggregate a principal amount available of $500,000 or a whole multiple of $100,000 in accordance with Section 3.02(b))excess thereof. Each Borrowing Loan Notice (whether telephonic or written) shall specify (A) the Facility and whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under such Facility, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto. If , (F) the Borrower fails Borrowing Base applicable to specify a Type of Loan in a Notice of the requested Borrowing, then (G) whether the Lenders will be required to fund the requested Loans will be made as Base Rate Loans. If Borrowing based on the Borrower fails to give a timely notice requesting a conversion respective Unadjusted Applicable Percentage or continuation of any Term SOFR Loans, then the applicable Loans shall be converted to, Term SOFR Loans having an Interest Period of one (1) month. Any such automatic conversion to Term SOFR Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any Notice of Borrowing, but fails to specify an Interest Period, it shall be deemed to have specified an Interest Period of one (1) month.Adjusted

Appears in 1 contract

Samples: Credit Agreement (Sunrun Inc.)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the AgentLender, which may be given by (A) telephone, telephone or (B) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Agent Lender of a Notice of BorrowingLoan Notice. Each such Notice of Borrowing notice must be received by the Agent Lender not later than 11:00 a.m. (xi) 1:00 P.M. three (New York City time3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be be, unless otherwise agreed by Lender, in an aggregate a principal amount of $25,000,000 1,000,000 or any larger a whole multiple of $5,000,000 1,000,000 in excess thereof (except that or, in connection with any such Borrowing may be in conversion or continuation of a Term Loan, if less, the aggregate amount available in accordance with Section 3.02(b)entire principal thereof then outstanding). Each Borrowing of or conversion to Base Rate Loans shall be, unless otherwise agreed by Lender, in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal thereof then outstanding). Each Loan Notice (whether telephonic or written) shall specify (A) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Eurodollar Rate Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month.

Appears in 1 contract

Samples: Credit Agreement (Pool Corp)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by by: (A) telephone, telephone or (B) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 1:00 p.m. (xi) 1:00 P.M. three (New York City time3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in an aggregate a principal amount of $25,000,000 250,000 or any larger a whole multiple of $5,000,000 100,000 in excess thereof (except that or, in connection with any such conversion or continuation of a Term Loan, if less, the entire principal thereof then outstanding), and each Borrowing may of or conversion to Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof (or, in connection with any conversion or continuation of a Term Loan, if less, the aggregate amount available in accordance with Section 3.02(b)entire principal thereof then outstanding). Each Borrowing Loan Notice and each telephonic notice shall specify (A) the applicable Facility and whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under such Facility, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of requesting a Borrowing, then the requested applicable Loans will shall be made as Base Rate Loans. If the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be converted to, Term SOFR continued as Eurodollar Rate Loans having with an Interest Period of one (1) month. Any such automatic conversion to Term SOFR continuation as Eurodollar Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Eurodollar Rate Loans in any Notice of BorrowingLoan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month.

Appears in 1 contract

Samples: Credit Agreement (ONE Group Hospitality, Inc.)

Notice of Borrowing. Each Revolving Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by by: (A) telephone, telephone or (B) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be promptly confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 10:00 a.m. (xi) 1:00 P.M. three (New York City time3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans or LIBOR Daily Floating Rate Loans, and (ii) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing Loans or conversion of a Term SOFR Borrowing to a Base LIBOR Daily Floating Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in an aggregate a principal amount of $25,000,000 1,000,000 or any larger a whole multiple of $5,000,000 (except that any such 500,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing may of or conversion to Base Rate Loans or LIBOR Daily Floating Rate Loans shall be in the aggregate a principal amount available of $500,000 or a whole multiple of $100,000 in accordance with Section 3.02(b))excess thereof. Each Borrowing Loan Notice and each telephonic notice shall specify (A) whether the Borrower is requesting a Revolving Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Eurodollar Rate Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted from one Type to another.

Appears in 1 contract

Samples: Credit Agreement (U S Physical Therapy Inc /Nv)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Eurodollar Rate Loans shall be made upon irrevocable notice from a Responsible Officer of the Borrower’s irrevocable notice to the Agent, which may be given by by: (Ai) telephone, telephone or (Bii) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 12:00 p.m. (xA) 1:00 P.M. three (New York City time3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (B) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in an aggregate a principal amount of $25,000,000 5,000,000 or any larger a whole multiple of $5,000,000 1,000,000 in excess thereof (except that or, in connection with any such Borrowing may be in conversion or continuation of a Term Loan, if less, the aggregate amount available in accordance with Section 3.02(b)entire principal thereof then outstanding). Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in connection with any conversion or continuation of a Term Loan, if less, the entire principal thereof then outstanding). Each Loan Notice and each telephonic notice shall specify (AI) the applicable ​ Facility and whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under such Facility, (BII) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (CIII) the principal amount of Loans to be borrowed, converted or continued, (DIV) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (EV) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Eurodollar Rate Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month.

Appears in 1 contract

Samples: Credit Agreement (Advanced Energy Industries Inc)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by by: (A) telephone, telephone or (B) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Notice of Borrowing notice must be received by the Administrative Agent not later than 11:00 a.m. (xi) 1:00 P.M. three (New York City time3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in an aggregate a principal amount of $25,000,000 5,000,000 or any larger a whole multiple of $5,000,000 (except that any such 1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing may of or conversion to Base Rate Loans shall be in the aggregate a principal amount available of $500,000 or a whole multiple of $100,000 in accordance with Section 3.02(b))excess thereof. Each Borrowing Loan Notice and each telephonic notice shall specify (A) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Eurodollar Rate Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a Eurodollar Rate Loan.

Appears in 1 contract

Samples: Revolving Credit Agreement (Commvault Systems Inc)

Notice of Borrowing. Each Revolving Credit Borrowing, each conversion of Revolving Credit Loans from one Type to anotherthe other, and each continuation of Term SOFR BSBY Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (Ai) telephone, telephone or (Bii) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be sent by the Borrower and be received by the Administrative Agent not later than 11:00 a.m. (xi) 1:00 P.M. two Business Days prior to the requested date of any Borrowing of, conversion to or continuation of BSBY Rate Loans or of any conversion of BSBY Rate Loans to Base Rate Loans, and (New York City timeii) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of BSBY Rate Loans shall be in an aggregate a principal amount of $25,000,000 1,000,000 or any larger a whole multiple of $5,000,000 (except that any such 500,000 in excess thereof. Except as provided in Sections 2.03(e) and 2.04(c), each Borrowing may of or conversion to Base Rate Loans shall be in the aggregate a principal amount available of $100,000 or a whole multiple of $100,000 in accordance with Section 3.02(b))excess thereof. Each Borrowing Loan Notice shall specify (AI) whether the Borrower is requesting a Revolving Credit Borrowing, a conversion of Revolving Credit Loans from one Type to the other, or a continuation of BSBY Rate Loans, as the case may be, (BII) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (CIII) the principal amount of Loans to be borrowed, converted or continued, (DIV) the Type of Loans to be borrowed or to which existing Revolving Credit Loans are to be converted, and (EV) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Revolving Credit Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR BSBY Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR BSBY Rate Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a BSBY Rate Loan.

Appears in 1 contract

Samples: Credit Agreement (Carriage Services Inc)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by by: (A) telephone, telephone or (B) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (xi) 1:00 P.M. three (New York City time3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in an aggregate a principal amount of $25,000,000 1,000,000 or any larger a whole multiple of $5,000,000 (except that any such 500,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing may of or conversion to Base Rate Loans shall be in the aggregate a principal amount available of $500,000 or a whole multiple of $100,000 in accordance with Section 3.02(b))excess thereof. Each Borrowing Loan Notice (whether telephonic or written) shall specify (A) the applicable Facility and whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under such Facility, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Eurodollar Rate Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a Eurodollar Rate Loan.

Appears in 1 contract

Samples: Credit Agreement (Information Services Group Inc.)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to another, and each continuation of Term SOFR Euro-Dollar Loans shall be made upon the Borrower’s irrevocable notice to the Agent, which may be given by (A) telephone, or (B) a Notice of Borrowing; provided that any telephone notice must be confirmed immediately by delivery to the Agent of a Notice of Borrowing. Each such Notice of Borrowing must be received by the Agent not later than (x) 1:00 P.M. (New York City time) on the date of each Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second third Business Day before each Term SOFR Euro-Dollar Borrowing, continuation of a Term SOFR Euro-Dollar Borrowing or conversion of a Term SOFR Euro-Dollar Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR Euro-Dollar Borrowing. Each Borrowing of, conversion to or continuation of Loans shall be in an aggregate principal amount of $25,000,000 or any larger multiple of $5,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(b)). Each Borrowing shall specify (A) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Euro-Dollar Loans, then the applicable Loans shall be converted to, Term SOFR Euro-Dollar Loans having an Interest Period of one (1) month. Any such automatic conversion to Term SOFR Euro-Dollar Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Euro-Dollar Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Euro-Dollar Loans in any Notice of Borrowing, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month.

Appears in 1 contract

Samples: Credit Agreement (Target Corp)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Eurodollar Rate Term SOFR Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by by: (Ai) telephone, telephone or (Bii) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (xA) 1:00 P.M. three (New York City time3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Term SOFR Loans or of any conversion of Eurodollar Rate Term SOFR Loans to Base Rate Loans, and (B) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Eurodollar Rate Term SOFR Loans shall be in an aggregate a principal amount of $25,000,000 500,000 or any larger a whole multiple of $5,000,000 100,000 in excess thereof (except that or, in connection with any such conversion or continuation of a Term Loan, if less, the entire principal thereof then outstanding). Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing may of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in connection with any conversion or continuation of a Term Loan, if less, the aggregate amount available in accordance with Section 3.02(b)entire principal thereof then outstanding). Each Borrowing Loan Notice and each telephonic notice shall specify (AI) the applicable Facility and whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Term SOFR Loans, as the case may be, under such Facility, (BII) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (CIII) the principal amount of Loans to be borrowed, converted or continued, (DIV) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (EV) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans (unless the Loan being continued is a Eurocurrency Rate Term SOFR Loans having Loan, in which case it shall be continued as a Eurocurrency RateTerm SOFR Loan with an Interest Period of one (1) month). Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Term SOFR Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a Eurodollar Rate Term SOFR Loan.

Appears in 1 contract

Samples: Credit Agreement (Cambium Networks Corp)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Agent, which may be given by (Ai) telephone, telephone or (Bii) a Notice of BorrowingLoan Notice; provided that that, any telephone telephonic notice must be confirmed immediately by delivery to the Agent of a Notice of BorrowingLoan Notice. Each such Notice of Borrowing notice must be received by the Agent not later than 12:00 p.m. (xi) 1:00 P.M. three (New York City time3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans, and (ii) on the requested date of each Base any Borrowing of LIBOR Daily Floating Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation Loans or of a Term SOFR Borrowing or any conversion of a Term SOFR Borrowing Eurodollar Rate Loans to a Base LIBOR Daily Floating Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in an aggregate a principal amount of $25,000,000 2,000,000 or any larger a whole multiple of $5,000,000 (except that any such 500,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing may of or conversion to LIBOR Daily Floating Rate Loans shall be in the aggregate a principal amount available of $250,000 or a whole multiple of $50,000 in accordance with Section 3.02(b))excess thereof. Each Borrowing Loan Notice and each telephonic notice shall specify (A) the applicable Facility and whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under such Facility, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If the or if Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthLIBOR Daily Floating Rate Loans. Any such automatic conversion to Term SOFR LIBOR Daily Floating Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Eurodollar Rate Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a Eurodollar Rate Loan.

Appears in 1 contract

Samples: Credit Agreement (RigNet, Inc.)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by by: (Ai) telephone, telephone or (Bii) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (xA) 1:00 P.M. three (New York City time3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Loans, and (B) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Term SOFR Loans shall be in an aggregate a principal amount of $25,000,000 500,000 or any larger a whole multiple of $5,000,000 100,000 in excess thereof (except that or, in connection with any such conversion or continuation of a Term Loan, if less, the entire principal thereof then outstanding). Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing may of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in connection with any conversion or continuation of a Term Loan, if less, the aggregate amount available in accordance with Section 3.02(b)entire principal thereof then outstanding). Each Borrowing Loan Notice and telephonic notice shall specify (AI) the applicable Facility and whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Term SOFR Loans, as the case may be, under such Facility, (BII) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (CIII) the principal amount of Loans to be borrowed, converted or continued, (DIV) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (EV) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans (unless the Loan being continued is a Term SOFR Loans having Loan, in which case it shall be continued as a Term SOFR Loan with an Interest Period of one (1) month). Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a Term SOFR Loan.

Appears in 1 contract

Samples: Credit Agreement (Cambium Networks Corp)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by by: (Ai) telephone, telephone or (Bii) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (xA) 1:00 P.M. two (New York City time2) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans and (B) on the requested date of each any Borrowing of Base Rate Loans. Not later than 11:00 a.m., three (3) Business Days before the requested date of such Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, conversion or continuation of a Term SOFR Borrowing Eurodollar Rate Loans, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or conversion of a Term SOFR Borrowing not the requested Interest Period has been consented to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR Borrowingby all the Lenders. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in an aggregate a principal amount of $25,000,000 1,000,000 or any larger a whole multiple of $5,000,000 (except that any such Borrowing may be 500,000 in the aggregate amount available in accordance with Section 3.02(b))excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice and each telephonic notice shall specify (AI) the applicable Facility and whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under such Facility, (BII) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (CIII) the principal amount of Loans to be borrowed, converted or continued, (DIV) the Type of Loans to be borrowed or to which existing Loans are to be converted, converted and (EV) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Eurodollar Rate Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month.

Appears in 1 contract

Samples: Credit Agreement (Morningstar, Inc.)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR BSBY Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by by: (Ai) telephone, telephone or (Bii) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (xA) 1:00 P.M. two (New York City time2) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of BSBY Rate Loans or of any conversion of BSBY Rate Loans to Base Rate Loans, and (B) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of BSBY Rate Loans shall be in an aggregate a principal amount of $25,000,000 5,000,000 or any larger a whole multiple of $5,000,000 100,000 in excess thereof (except that any such or, if less, the entire principal thereof then outstanding). Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing may of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof (or, if less, the aggregate amount available in accordance with Section 3.02(b)entire principal thereof then outstanding). Each Borrowing Loan Notice and each telephonic notice shall specify (AI) the applicable Facility and whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under such Facility, (BII) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (CIII) the principal amount of Loans to be borrowed, converted or continued, (DIV) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (EV) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR BSBY Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR BSBY Rate Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month.

Appears in 1 contract

Samples: Credit Agreement (Duluth Holdings Inc.)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Eurodollar Rate Loans shall be made upon the applicable Borrower’s irrevocable notice to the AgentLender, which may be given by (Ai) telephone, telephone or (Bii) a Notice of BorrowingLoan Notice; provided that provided, that, any telephone telephonic notice must be confirmed immediately promptly by delivery to the Agent Lender of a Notice of BorrowingLoan Notice. Each such Notice of Borrowing notice must be received by the Agent Lender not later than 11:00 a.m. (xi) 1:00 P.M. three (New York City time3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be be, unless otherwise agreed by Lender, (x) with respect to the Revolving Facility, in an aggregate a principal amount of $25,000,000 5,000,000 or any larger a whole multiple of $5,000,000 1,000,000 in excess thereof (except that or, (A) with respect to a Borrowing of Revolving Loans, if less, the remaining amount of the Revolving Commitment existing at such time, and (B) with respect to a conversion or continuation of Revolving Loans, if less, the entire principal thereof then outstanding), and (y) with respect to any Reducing Revolving Borrowing, or any conversion to or continuation of Reducing Revolving Loans, in a principal amount of $10,000,000 or a whole multiple of $1,000,000 in excess thereof (or, in connection with any conversion or continuation of Reducing Revolving Loans, if less, the entire principal thereof then outstanding). Except as provided in Section 2.03(c), each Borrowing of or conversion to Base Rate Loans shall be, unless otherwise agreed by Lender, (I) with respect to the Revolving Facility, in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, (A) with respect to a Borrowing of Revolving Loans, if less, the remaining amount of the Revolving Commitment existing at such Borrowing may be time, and (B) with respect to a conversion or continuation of Revolving Loans, if less, the entire principal thereof then outstanding), and (II) with respect to any Reducing Revolving Borrowing, or any conversion of Reducing Revolving Loans, in a principal amount of $10,000,000 or a whole multiple of $1,000,000 in excess thereof (or, in connection with any conversion or continuation of Reducing Revolving Loans, if less, the aggregate amount available in accordance with Section 3.02(b)entire principal thereof then outstanding). Each Borrowing such notice shall specify (A1) the applicable Borrower, (2) the applicable facility and whether the such Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under such facility, (B3) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loans, then the applicable Loans shall be converted to, Term SOFR Loans having an Interest Period of one (1) month. Any such automatic conversion to Term SOFR Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any Notice of Borrowing, but fails to specify an Interest Period, it shall be deemed to have specified an Interest Period of one (1) month.Business

Appears in 1 contract

Samples: Credit Agreement (Resources Connection Inc)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by by: (A) telephone, telephone or (B) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 8:00 a.m. (xi) 1:00 P.M. three (New York City time3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of each any Borrowing of Base Rate Borrowing, Loans and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base LIBOR Daily Floating Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in an aggregate a principal amount of $25,000,000 5,000,000 or any larger a whole multiple of $5,000,000 (except that any such 1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(b), each Borrowing may of or conversion to Base Rate Loans or LIBOR Daily Floating Rate Loans shall be in the aggregate a principal amount available of $500,000 or a whole multiple of $100,000 in accordance with Section 3.02(b))excess thereof. Each Borrowing Loan Notice and each telephonic notice shall specify (A) the Revolving Facility and whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under the Revolving Facility, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Eurodollar Rate Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a Eurodollar Rate Loan.

Appears in 1 contract

Samples: Credit Agreement (Calavo Growers Inc)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Eurodollar Rate Loans shall be made upon irrevocable notice from a Responsible Officer of the Borrower’s irrevocable notice to the Agent, which may be given by by: (Ai) telephone, telephone or (Bii) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 12:00 p.m. (xA) 1:00 P.M. three (New York City time3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (B) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in an aggregate a principal amount of $25,000,000 5,000,000 or any larger a whole multiple of $5,000,000 1,000,000 in excess thereof (except that or, in connection with any such Borrowing may be in conversion or continuation of a Term Loan, if less, the aggregate amount available in accordance with Section 3.02(b)entire principal thereof then outstanding). Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in connection with any conversion or continuation of a Term Loan, if less, the entire principal thereof then outstanding). Each Loan Notice and each telephonic notice shall specify (AI) the applicable Facility and whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under such Facility, (BII) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (CIII) the principal amount of Loans to be borrowed, converted or continued, (DIV) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (EV) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Eurodollar Rate Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month.

Appears in 1 contract

Samples: Credit Agreement (Advanced Energy Industries Inc)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, telephone or (B) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (xi) 1:00 P.M. three (New York City time3) U.S. Government Securities Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Loans, and (ii) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Term SOFR Loans shall be in an aggregate a principal amount of $25,000,000 5,000,000 or any larger a whole multiple of $5,000,000 (except that any such 1,000,000 in excess thereof. Except as provided in Sections 2.03(f) and 2.04(c), each Borrowing may of or conversion to Base Rate Loans shall be in the aggregate a principal amount available of $500,000 or a whole multiple of $100,000 in accordance with Section 3.02(b))excess thereof. Each Borrowing Loan Notice and each telephonic notice shall specify (Ai) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Term SOFR Loans, as the case may be, (Bii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (Ciii) the principal amount of Loans to be borrowed, converted or continued, (Div) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (Ev) if applicable, the duration of 174721465 the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month.

Appears in 1 contract

Samples: Credit Agreement (Ligand Pharmaceuticals Inc)

Notice of Borrowing. Each Committed Borrowing, each conversion of Committed Loans from one Type to anotherthe other, and each continuation of Term SOFR Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by by: (Ax) telephone, telephone or (By) a Notice of BorrowingCommitted Loan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingCommitted Loan Notice. Each such Committed Loan Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (xi) 1:00 P.M. three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (New York City timeii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, and (iii) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in an aggregate a principal amount of $25,000,000 500,000.00 or any larger a whole multiple of $5,000,000 (except that any such Borrowing may 100,000.00 in excess thereof. Except as provided in Section 2.03(c), each conversion to Base Rate Loans shall be in the aggregate a principal amount available of $500,000.00 or a whole multiple of $100,000.00 in accordance with Section 3.02(b))excess thereof. Each Borrowing Committed Loan Notice and each telephonic notice shall specify (A) whether the Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, as the case may be, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Committed Loans to be borrowed, converted or continued, (D) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto, and (F) the currency of the Committed Loans to be borrowed. If the Borrower fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in Dollars. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Committed Loans shall be made as, converted to, Term SOFR or continued as Eurocurrency Rate Loans having in Dollars with an Interest Period of one (1) month. Any ; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency, such automatic conversion to Term SOFR Loans having shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loansmonth. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Eurocurrency Rate Loans in any Notice of Borrowingsuch Committed Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be repaid in the original currency of such Committed Loan and reborrowed in the other currency.

Appears in 1 contract

Samples: Credit Agreement (Mistras Group, Inc.)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by by: (Ai) telephone, telephone or (Bii) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (xA) 1:00 P.M. three (New York City time3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (B) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in an aggregate a principal amount of $25,000,000 2,000,000 or any larger a whole multiple of $5,000,000 (except 1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; provided that any such a Borrowing may be in an amount equal to the remaining unused portion of the aggregate amount available in accordance with Section 3.02(b))Revolving Commitments. Each Borrowing Loan Notice and each telephonic notice shall specify (AI) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, (BII) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (CIII) the principal amount of Loans to be borrowed, converted or continued, (DIV) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (EV) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Eurodollar Rate Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a Eurodollar Rate Loan.

Appears in 1 contract

Samples: Credit Agreement (Digital Turbine, Inc.)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, telephone or (B) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 8:00 a.m. (xi) 1:00 P.M. two Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Loans, and (New York City timeii) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Term SOFR Loans shall be in an aggregate a principal amount of $25,000,000 5,000,000 or any larger a whole multiple of $5,000,000 (except that any such 1,000,000 in excess thereof. Except as provided in Sections 2.03(f), each Borrowing may of or conversion to Base Rate Loans shall be in the aggregate a principal amount available of $500,000 or a whole multiple of $100,000 in accordance with Section 3.02(b))excess thereof. Each Borrowing Loan Notice shall specify (Ai) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Term SOFR Loans, as the case may be, (Bii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (Ciii) the principal amount of Loans to be borrowed, converted or continued, (Div) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (Ev) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month.

Appears in 1 contract

Samples: Credit Agreement (Avid Bioservices, Inc.)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by by: (A) telephone, telephone or (B) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (xi) 1:00 P.M. two (New York City time2) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Loans, and (ii) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Term SOFR Loans shall be in an aggregate a principal amount of $25,000,000 1,000,000 or any larger a whole multiple of $5,000,000 (except that any such 500,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing may of or conversion to Base Rate Loans shall be in the aggregate a principal amount available of $500,000 or a whole multiple of $100,000 in accordance with Section 3.02(b))excess thereof. Each Borrowing Loan Notice (whether telephonic or written) shall specify (A) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under the Revolving Facility, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a Term SOFR Loan.

Appears in 1 contract

Samples: Credit Agreement (Information Services Group Inc.)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent, which may be given by by: (Ai) telephone, telephone or (Bii) a Notice of BorrowingLoan Notice; provided that provided, that, any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (xA) 1:00 P.M. two (New York City time2) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Loans, and (B) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Term SOFR Loans shall be in an aggregate a principal amount of $25,000,000 1,000,000 or any larger a whole multiple of $5,000,000 100,000 in excess thereof (except that or, (x) in connection with any such Borrowing may be in conversion or continuation of Term Loans or Incremental Term Loans, if less, the entire principal thereof then outstanding and (y) if the aggregate Revolving Commitments as of the applicable date are less than $1,000,000, the aggregate amount available of the aggregate Revolving Commitments as of such date). Except as provided in accordance Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, (x) in connection with Section 3.02(b)any conversion or continuation of Term Loans or Incremental Term Loans, if less, the entire principal thereof then outstanding and (y) if the aggregate Revolving Commitments as of the applicable date are less than $500,000, the aggregate amount of the aggregate Revolving Commitments as of such date). Each Borrowing Loan Notice and each telephonic notice shall specify (AI) the applicable Borrower, (II) the applicable Facility and whether the such Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under such Facility, (BIII) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (CIV) the principal amount of Loans to be borrowed, converted or continued, (DV) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (EVI) if applicable, the duration of the Interest Period with respect thereto. If the applicable Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then or if the requested Loans will be made as Base Rate Loans. If the applicable Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month. Notwithstanding anything to the contrary herein, this Section 2.02 shall not apply to Swingline Borrowings or Swingline Loans.

Appears in 1 contract

Samples: Credit Agreement (Amedisys Inc)

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Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may notice shall be given by (A) telephone, or (B) a Notice of Borrowing; provided that any telephone notice must be confirmed immediately by delivery to the Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (x) 1:00 P.M. ten (New York City time10) on Business Days prior to the requested date of each Base Rate Borrowing, any Borrowing and (y) 11:00 A.M. three (New York City time3) on Business Days prior to the second Business Day before each Term SOFR Borrowing, requested date of any conversion to or continuation of a Term SOFR Borrowing Eurodollar Rate Loans or of any conversion of a Term SOFR Borrowing Eurodollar Rate Loans to a Base Rate Borrowing Loans (in each case, or conversion of a Base Rate Borrowing to a Term SOFR Borrowingsuch shorter period as may be agreed by the Administrative Agent and the Lender Representative). Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in an aggregate a principal amount of $25,000,000 5,000,000 or any larger a whole multiple of $5,000,000 1,000,000 in excess thereof (except that or, in connection with any such Borrowing may be in conversion or continuation of a Loan, if less, the aggregate amount available in accordance with Section 3.02(b)entire principal thereof then outstanding). Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in connection with any conversion or continuation of a Loan, if less, the entire principal thereof then outstanding). Each Loan Notice shall specify (AI) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may bebe (and the Class of Loans to which such Borrowing, conversion or continuation applies), (BII) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (CIII) the principal amount of Loans to be borrowed, converted or continued, (DIV) the Type of Loans to be borrowed or to which existing Loans are to be convertedconverted or the Eurodollar Rate Loans to be continued, and (EV) if applicable, the duration of the Interest Period with respect thereto, and (VI) in the case of a Borrowing, the wiring information of the Borrower’s account to which funds are to be disbursed. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Eurodollar Rate Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month.

Appears in 1 contract

Samples: Credit Agreement (Harmony Biosciences Holdings, Inc.)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Notice of Borrowing; provided that that, in the case of any telephone Borrowing, telephonic notice must may be confirmed immediately by delivery given only if the Applicable Percentage of each Lender with respect to the Agent of a Notice of Borrowingsuch Borrowing will be its Unadjusted Applicable Percentage. Each such Notice of Borrowing notice must be received by the Administrative Agent not later than 11:00 a.m. (xi) 1:00 P.M. four (New York City time4) on Business Days prior to the requested date of each any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate BorrowingLoans, and (yii) 11:00 A.M. one (New York City time1) on the second Business Day before each prior to the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrower wishes to request Term SOFR Loans having an Interest Period other than one (1), three (3) or six (6) months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the requested date of such Borrowing, continuation 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 all of them. Not later than 11:00 a.m., four (4) 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 Lenders. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a Term SOFR Borrowing or conversion written Loan Notice, appropriately completed and signed by a Responsible Officer of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR Borrowingthe Borrower. Each Borrowing of, conversion to or continuation of Term SOFR Loans shall be in an aggregate a principal amount of $25,000,000 5,000,000 or any larger a whole multiple of $5,000,000 (except that any such 1,000,000 in excess thereof. Except as provided in Sections 2.03(c), each Borrowing may of or conversion to Base Rate Loans shall be in the aggregate a principal amount available of $500,000 or a whole multiple of $100,000 in accordance with Section 3.02(b))excess thereof. Each Borrowing Loan Notice (whether telephonic or written) shall specify (A) the Facility and whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under such Facility, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto, (F) the Borrowing Base applicable to the requested Borrowing, (G) whether the Lenders will be required to fund the requested Borrowing based on the respective Unadjusted Applicable Percentage or Adjusted Applicable Percentage, (H) each Lender’s Applicable Percentage of the requested Borrowing, (I) each Lender’s Revolving Exposure after giving effect to the requested Borrowing, (J) the NYGB Borrowing Base applicable to the requested Borrowing and (K) the amount of the NYGB Borrowing Base Availability. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any Notice of Borrowingsuch Loan Notice, but fails fail to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month.

Appears in 1 contract

Samples: Credit Agreement (Sunrun Inc.)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by by: (Ai) telephone, telephone or (Bii) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (xA) 1:00 P.M. three (New York City time3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (B) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in an aggregate a principal amount of $25,000,000 500,000 or any larger a whole multiple of $5,000,000 100,000 in excess thereof (except that or, in connection with any such conversion or continuation of a Term Loan, if less, the entire principal thereof then outstanding). Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing may of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in connection with any conversion or continuation of a Term Loan, if less, the aggregate amount available in accordance with Section 3.02(b)entire principal thereof then outstanding). Each Borrowing Loan Notice and each telephonic notice shall specify (AI) the applicable Facility and whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under such Facility, (BII) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (CIII) the principal amount of Loans to be borrowed, converted or continued, (DIV) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (EV) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Base Rate Loans having (unless the Loan being continued is a Eurocurrency Rate Loan, in which case it shall be continued as a Eurocurrency Rate Loan with an Interest Period of one (1) month). Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Eurodollar Rate Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a Eurodollar Rate Loan.

Appears in 1 contract

Samples: Credit Agreement (Cambium Networks Corp)

Notice of Borrowing. Each Borrowing, Borrowing and each conversion of Loans from one Type to another, and each continuation of Term SOFR Loans the other shall be made upon the Borrower’s 's irrevocable notice to the AgentLender, which may be given by (Ai) telephone, telephone or (Bii) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Agent Lender of a Notice of BorrowingLoan Notice. Each such Notice of Borrowing notice must be received by the Agent Lender not later than 11:00 a.m. three (x3) 1:00 P.M. (New York City time) Business Days prior to the requested date of any Borrowing or continuation of or conversion to SOFR Loans and on the requested date of each Base any Borrowing of Prime Rate Borrowing, and (yLoans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) 11:00 A.M. (New York City time) on must be confirmed promptly by delivery to the second Business Day before each Term SOFR Borrowing, continuation Lender of a Term written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of or conversion to SOFR Borrowing Loans shall be, unless otherwise agreed by Lender, in a principal amount of $500,000.00 or a whole multiple of $100,000.00 in excess thereof (or, in connection with any continuation or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR Borrowing. Each Borrowing ofLoan, conversion to or continuation of Loans shall be in an aggregate if less, the entire principal amount of $25,000,000 or any larger multiple of $5,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(b)thereof then outstanding). Each Borrowing Loan Notice (whether telephonic or written) shall specify (A) the applicable Facility and whether the Borrower is requesting a Borrowing, Borrowing or a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under such Facility, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicablewith respect to any SOFR Loan, the duration of the Interest Period with respect theretothereto (i.e. one, three or six months). If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loans, then the applicable Loans shall be converted to, Term made as Prime Rate Loans. At the end of any Interest Period respecting a SOFR Loans having Loan such Loan shall be automatically continued as a SOFR Loan for an Interest Period of one (1) month. Any such automatic conversion to Term SOFR Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the for such Loan, unless an Event of Default exists or Borrower timely requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any Notice of Borrowing, but fails such Loan to specify an Interest Period, it shall be deemed a Prime Rate Loan pursuant to have specified an Interest Period of one (1) monththis Section.

Appears in 1 contract

Samples: Credit Agreement (Steel Connect, Inc.)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term Eurodollar RateTerm SOFR Loans Loans, in each case, shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephonetelephone or a Loan Notice; provided, or (B) a Notice of Borrowing; provided that that, any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (xi) 1:00 P.M. three (New York City time3) on Business Days prior to the requested date of each any Borrowing of, conversion to or continuation of Eurodollar RateTerm SOFR Loans or of any conversion of Eurodollar RateTerm SOFR Loans to Base Rate BorrowingLoans, and (yii) 11:00 A.M. one (New York City time1) on the second Business Day before each Term SOFR Borrowing, continuation prior to the requested date of a Term SOFR any Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Eurodollar RateTerm SOFR Loans shall be in an aggregate a principal amount of $25,000,000 3,000,000 or any larger a whole multiple of $5,000,000 1,000,000 in excess thereof (except that or, in connection with any such conversion or continuation of a Term LoanLoans, if less, the entire principal thereof then outstanding). Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing may of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in connection with any conversion or continuation of a Term LoanLoans, if less, the aggregate amount available in accordance with Section 3.02(b)entire principal thereof then outstanding). Each Borrowing Loan Notice and each telephonic notice shall specify (A) the applicable Facility and whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under such Facility, (B) the requested date of the such Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loans, then the applicable Loans shall be converted to, Term SOFR Loans having an Interest Period of one (1) month. Any such automatic conversion to Term SOFR Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any Notice of Borrowing, but fails to specify an Interest Period, it shall be deemed to have specified an Interest Period of one (1) month.51 CHAR1\1940028v1CHAR1\1940028v4

Appears in 1 contract

Samples: Credit Agreement (Mission Produce, Inc.)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of BSBY Rate Loans and/or Alternative Currency Term SOFR Loans Rate Loans, shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by by: (Ai) telephone, telephone or (Bii) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (xA) 1:00 P.M. three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of BSBY Rate Loans or of any conversion of BSBY Rate Loans to Base Rate Loans, (New York City timeB) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Alternative Currency Loans, and (C) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of BSBY Rate Loans and/or Alternative Currency Loans shall be in an aggregate a principal amount of the Dollar Equivalent of $25,000,000 500,000 or any larger a whole multiple of the Dollar Equivalent of $5,000,000 (except that any such 100,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing may of or conversion to Base Rate Loans shall be in a principal amount of the aggregate amount available Dollar Equivalent of $500,000 or a whole multiple of the Dollar Equivalent of $100,000 in accordance with Section 3.02(b))excess thereof. Each Borrowing Loan Notice and each telephonic notice shall specify (AI) the Revolving Facility and whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under the Revolving Facility, (BII) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (CIII) the principal amount of Loans to be borrowed, converted or continued, (DIV) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (EV) if applicable, the duration of the Interest Period with respect thereto, and (VI) the currency of the Loans to be borrowed. If the Borrower fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Alternative Currency Term SOFR Rate Loans, such Loans having shall be continued as Alternative Currency Term Rate Loans in their original currency with an Interest Period of one (1) month. Any such automatic conversion to Term SOFR Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of BSBY Rate Loans or Alternative Currency Term SOFR Rate Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a BSBY Rate Loan or an Alternative Currency Loan. Except as provided pursuant to Section 2.12(a), no Loan may be converted into or continued as a 0000-0000-0000 v.7 Loan denominated in a different currency, but instead must be repaid in the original currency of such Loan and reborrowed in the other currency.

Appears in 1 contract

Samples: Credit Agreement (Powell Industries Inc)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by by: (Ai) telephone, telephone or (Bii) a Notice of BorrowingLoan Notice; provided that provided, that, any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 10:00 a.m. (xA) 1:00 P.M. two (New York City time2) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Loans, and (B) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Term SOFR Loans shall be in an aggregate a principal amount of $25,000,000 1,000,000 or any larger a whole multiple of $5,000,000 100,000 in excess thereof (except that or, in connection with any such conversion or continuation of Term A Loans or Incremental Term Loans, if less, the entire principal thereof then outstanding). Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing may of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in connection with any conversion or continuation of Term A Loans or Incremental Term Loans, if less, the aggregate amount available in accordance with Section 3.02(b)entire principal thereof then outstanding). Each Borrowing Loan Notice and each telephonic notice shall specify (A1) the applicable Facility and whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under such Facility, (B2) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C3) the principal amount of Loans to be borrowed, converted or continued, (D4) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E5) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a Term SOFR Loan.

Appears in 1 contract

Samples: Credit Agreement (Ducommun Inc /De/)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by by: (Ai) telephone, telephone or (Bii) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (xA) 1:00 P.M. two (New York City time2) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Loans, and (B) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Term SOFR Loans shall be in an aggregate a principal amount of $25,000,000 1,000,000 or any larger a whole multiple of $5,000,000 100,000 in excess thereof (except that any such or, if less, the entire principal thereof then outstanding). Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing may of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the aggregate amount available in accordance with Section 3.02(b)entire principal thereof then outstanding). Each Borrowing Loan Notice and each telephonic notice shall specify (AI) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under the Revolving Facility, (BII) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (CIII) the principal amount of Loans to be borrowed, converted or continued, (DIV) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (EV) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month.

Appears in 1 contract

Samples: Credit Agreement (Bandwidth Inc.)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Agent, which may be given by (Ai) telephone, telephone or (Bii) a Notice of BorrowingLoan Notice; provided that that, any telephone telephonic notice must be confirmed immediately by delivery to the Agent of a Notice of BorrowingLoan Notice. Each such Notice of Borrowing notice must be received by the Agent not later than 12:00 p.m. (xi) 1:00 P.M. three (New York City time3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans, and (ii) on the requested date of each Base any Borrowing of LIBOR Daily Floating Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation Loans or of a Term SOFR Borrowing or any conversion of a Term SOFR Borrowing Eurodollar Rate Loans to a Base LIBOR Daily Floating Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in an aggregate a principal amount of $25,000,000 2,000,000 or any larger a whole multiple of $5,000,000 (except that any such 500,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing may of or conversion to LIBOR Daily Floating Rate Loans shall be in the aggregate a principal amount available of $250,000 or a whole multiple of $50,000 in accordance with Section 3.02(b))excess thereof. Each Borrowing Loan Notice and each telephonic notice shall specify (A) the applicable Facility and whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under such Facility (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If the or if Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthLIBOR Daily Floating Rate Loans. Any such automatic conversion to Term SOFR LIBOR Daily Floating Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Eurodollar Rate Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a Eurodollar Rate Loan.

Appears in 1 contract

Samples: Credit Agreement (RigNet, Inc.)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Eurocurrency Rate Loans shall be made upon the applicable Borrower’s irrevocable notice to the AgentLender, which may be given by (A) telephone, telephone or (B) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Agent Lender of a Notice of BorrowingLoan Notice. Each such Notice of Borrowing notice must be received by the Agent Lender not later than 11:00 a.m. (xi) 1:00 P.M. three (New York City time3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) four (4) Business Days (or five (5) Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, and (iii) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be be, unless otherwise agreed by Lender, in an aggregate a principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent of $100,000 in excess thereof (or such lesser amounts as agreed by the Lender). Except as provided in Sections 2.03(c), each Borrowing of or conversion to Base Rate Loans shall be, unless otherwise agreed by Lender, in a principal amount of $25,000,000 100,000 or any larger a whole multiple of $5,000,000 10,000 in excess thereof (except that any or such Borrowing may be in lesser amounts as agreed by the aggregate amount available in accordance with Section 3.02(b)Lender). Each Borrowing Loan Notice (whether telephonic or written) shall specify (A) whether the applicable Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto, (F) the currency of the Loans to be borrowed, and (G) the applicable Borrower. If a Borrower fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If a Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If the or if a Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Loans having denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one (1) month. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Eurocurrency Rate Loans. If the a Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Eurocurrency Rate Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month. Excepted as permitted pursuant to Section 2.02(c), no Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be repaid in the original currency of such Loan and reborrowed in the other currency.

Appears in 1 contract

Samples: Credit Agreement (Hurco Companies Inc)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to another, and each continuation of Term SOFR Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent, which may be given by by: (Ai) telephone, telephone or (Bii) a Notice of BorrowingLoan Notice; provided that provided, that, any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (xA) 1:00 P.M. two (New York City time2) on Business Days prior to the requested date of each any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate BorrowingLoans or Term SOFR Daily Floating Rate Loans, and (y) 11:00 A.M. (New York City timeB) on 36 the second Business Day before each requested date of any Borrowing of Base Rate Loans or Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Daily Floating Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Term SOFR Loans shall be in an aggregate a principal amount of $25,000,000 5,000,000 or any larger a whole multiple of $5,000,000 (except that any such Borrowing may be 1,000,000 in the aggregate amount available in accordance with Section 3.02(b))excess thereof. Each Borrowing of, conversion to or continuation of Term SOFR Daily Floating Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $300,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice and each telephonic notice shall specify (AI) whether the applicable Borrower is requesting a Borrowing, a conversion of Loans from one Type to the otheranother, or a continuation of Loans, as the case may be, (BII) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (CIII) the principal amount of Loans to be borrowed, converted or continued, (DIV) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (EV) if applicable, the duration of the Interest Period with respect thereto. If the applicable Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then or if the requested Loans will be made as Base Rate Loans. If the applicable Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the applicable Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month.

Appears in 1 contract

Samples: Credit Agreement (Radiant Logistics, Inc)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of BSBY Rate Loans and/or Alternative Currency Term SOFR Loans Rate Loans, shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by by: (Ai) telephone, telephone or (Bii) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (xA) 1:00 P.M. three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of BSBY Rate Loans or of any conversion of BSBY Rate Loans to Base Rate Loans, (New York City timeB) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Alternative Currency Loans, and (C) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of BSBY Rate Loans and/or Alternative Currency Loans shall be in an aggregate a principal amount of the Dollar Equivalent of $25,000,000 500,000 or any larger a whole multiple of the Dollar Equivalent of $5,000,000 (except that any such 100,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing may of or conversion to Base Rate Loans shall be in a principal amount of the aggregate amount available Dollar Equivalent of $500,000 or a whole multiple of the Dollar Equivalent of $100,000 in accordance with Section 3.02(b))excess thereof. Each Borrowing Loan Notice and each telephonic notice shall specify (AI) the Revolving Facility and whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under the Revolving Facility, (BII) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (CIII) the principal amount of Loans to be borrowed, converted or continued, (DIV) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (EV) if applicable, the duration of the Interest Period with respect thereto, and (VI) the currency of the Loans to be borrowed. If the Borrower fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Alternative Currency Term SOFR Rate Loans, such Loans having shall be continued as Alternative Currency Term Rate Loans in their original currency with an Interest Period of one (1) month. Any such automatic conversion to Term SOFR Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of BSBY Rate Loans or Alternative Currency Term SOFR Rate Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a BSBY Rate Loan or an Alternative Currency Loan. Except as provided pursuant to Section 2.12(a), no Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be repaid in the original currency of such Loan and reborrowed in the other currency. Annex I to Third Amendment to Credit Agreement (1Xxxxxx Industries, Inc.) month.4888-1961-8421 v.3 ANNEX I TO THIRD AMENDMENT TO CREDIT AGREEMENT

Appears in 1 contract

Samples: Credit Agreement (Powell Industries Inc)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Eurocurrency Rate Loans shall be made upon the a Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Notice of Borrowing; provided that any telephone notice must be confirmed immediately by delivery to the Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. three (x3) 1:00 P.M. (New York City time) on Business Days prior to the requested date of each Base Rate Borrowingany Borrowing of, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, conversion to or continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Eurocurrency Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in an aggregate a principal amount of $25,000,000 or any larger multiple the Dollar Equivalent of $5,000,000 (except that any such or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing may of or conversion to Base Rate Loans shall be in a principal amount of the aggregate amount available Dollar Equivalent of $500,000 or a whole multiple of the Dollar Equivalent of $100,000 in accordance with Section 3.02(b))excess thereof. Each Borrowing Loan Notice shall specify (A) whether the requesting Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto, (F) the currency of the Loans to be borrowed, (G) a Borrower making such request and (H) whether the Loans to be borrowed constitute a utilization in respect of the Acquisition Commitment. If the applicable Borrower fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Eurocurrency Rate Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a Eurocurrency Rate Loan. Except as provided pursuant to Section 2.02(c), no Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be repaid in the original currency of such Loan and reborrowed in the other currency.

Appears in 1 contract

Samples: Credit Agreement (MSA Safety Inc)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Notice of Borrowing; provided that any telephone notice must be confirmed immediately by delivery to the Agent of a Notice of Borrowing. Each such Notice of Borrowing notice must be received by the Administrative Agent not later than 12:00 noon (xi) 1:00 P.M. three (New York City time3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of each any Borrowing of Base Rate Borrowing, and (yLoans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) 11:00 A.M. (New York City time) on must be confirmed promptly by delivery to the second Business Day before each Term SOFR Borrowing, continuation Administrative Agent of a Term SOFR Borrowing or conversion written Loan Notice, appropriately completed and signed by a Responsible Officer of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR Borrowingthe Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in an aggregate a principal amount of $25,000,000 1,000,000 or any larger a whole multiple of $5,000,000 (except that any such 100,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing may of or conversion to Base Rate Loans shall be in the aggregate a principal amount available of $500,000 or a whole multiple of $100,000 in accordance with Section 3.02(b))excess thereof. Each Borrowing Loan Notice (whether telephonic or written) shall substantially be in form of Exhibit E and shall specify (A) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Eurodollar Rate Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a Eurodollar Rate Loan.

Appears in 1 contract

Samples: Credit Agreement (Spectrum Pharmaceuticals Inc)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Notice of Borrowing; provided that any telephone notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (xi) 1:00 P.M. two (New York City time2) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of each any Borrowing of Base Rate Loans. Not later than 11:00 a.m., three (3) Business Days before the requested date of such Borrowing, and conversion or continuation, the Administrative Agent shall notify the Borrower (ywhich notice may be by telephone) 11:00 A.M. (New York City time) on whether or not the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing requested Interest Period has been consented to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR Borrowingby all the Lenders. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in an aggregate a principal amount of $25,000,000 5,000,000 or any larger a whole multiple of $5,000,000 1,000,000 in excess thereof (except that or, in connection with any such conversion or continuation of a TermRevolving Loan, if less, the entire principal thereof then outstanding). Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing may of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, in connection with any conversion or continuation of a TermRevolving Loan, if less, the aggregate amount available in accordance with Section 3.02(b)entire principal thereof then outstanding). Each Borrowing Loan Notice shall specify (A) the applicable Facility and whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under such Facility, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Eurodollar Rate Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one thirty (130) monthdays. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a Eurodollar Rate Loan.

Appears in 1 contract

Samples: Credit Agreement (Armstrong Flooring, Inc.)

Notice of Borrowing. Whenever Borrower desires to borrow under this Section 2.01, Borrower shall give Agent, at Xxxxx Fargo Real Estate Group Disbursement Center, 0000 Xxxx Xxxx Xxxxx, Xxxxx 000, Xx Xxxxxxx, Xxxxxxxxxx 00000, with a copy to: Xxxxx Fargo Bank, N.A., 000 Xxxxx Xxxxxx Xxxxx, Suite 1900, Chicago, Illinois 60606, Attn: Account Officer, or such other address as Agent shall designate, an original or facsimile Notice of Borrowing no later than 10:00 A.M. (California time), not less than three (3) nor more than five (5) Business Days prior to the proposed Funding Date of each Loan. Each Borrowing, each conversion Notice of Loans from one Type to another, and each continuation of Term SOFR Loans Borrowing shall specify (i) the Funding Date (which shall be made upon a Business Day) in respect of the Borrower’s irrevocable notice to Loan, (ii) the Agentamount of the proposed Loan, which may be given by provided that the aggregate amount of such proposed Loan shall equal (A) telephonein the case of Base Rate Loans, One Million Dollars ($1,000,000) or integral multiples of One Hundred Thousand Dollars ($100,000) in excess thereof, or (B) in the case of LIBOR Loans, One Million Dollars ($1,000,000) or integral multiples of One Hundred Thousand Dollars ($100,000) in excess thereof, and (iii) whether the Loan to be made thereunder will be a Base Rate Loan or a LIBOR Loan and, if a LIBOR Loan, the Interest Period. Any Notice of Borrowing; provided that any telephone notice must Borrowing pursuant to this Section 2.01(b) shall be confirmed immediately by delivery to the Agent of a Notice of Borrowingirrevocable. Each such Notice of Borrowing must shall be received accompanied by all reports or documents required to be delivered by Borrower to Agent or any Lender under this Agreement. Borrower may elect (A) so long as no Event of Default has occurred and is continuing, to convert Base Rate Loans or any portion thereof into LIBOR Loans, (B) to convert LIBOR Loans or any portion thereof into Base Rate Loans, or (C) so long as no Event of Default has occurred and is continuing, to continue any LIBOR Loans or any portion thereof for an additional Interest Period, provided, however, that the Agent not later than aggregate amount of Loans being continued as or converted into LIBOR Loans shall, in the aggregate, equal One Million Dollars (x$1,000,000) 1:00 P.M. or an integral multiple of One Hundred Thousand Dollars (New York City $100,000) in excess thereof. The applicable Interest Period for the continuation of any LIBOR Loan shall commence on the day on which the next preceding Interest Period expires. Each such election shall be made by giving Agent, at 0000 X. Xxxx Xxxxx, Xxxxx 000, Xx Xxxxxxx, Xxxxxxxxxx 00000, Attn: Xxxxxxxxx XxxXxxxxx, a Notice of Continuation/Conversion by 10:00 A.M. (California time) on the date of each Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing Loan, or conversion by 10:00 A.M. (California time) not less than three (3) nor more than five (5) Business Days prior to the date of a Base Rate Borrowing to a Term SOFR Borrowing. Each Borrowing of, conversion to or continuation of Loans shall be a LIBOR Loan, specifying, in an aggregate principal each case (1) whether a conversion or continuation is to occur, (2) the amount of $25,000,000 or any larger multiple of $5,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(b)). Each Borrowing shall specify (A) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, (B) the requested date of the Borrowing, conversion or continuation, as (3) the Interest Period therefor, in the case may be of a conversion to or continuation of a LIBOR Loan, and (4) the date of the conversion or continuation (which date shall be a Business Day or a Business Day). Agent shall promptly notify each Lender, as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan but in a Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loans, then the applicable Loans shall be converted to, Term SOFR Loans having an Interest Period of event within one (1) month. Any Business Day after receipt of such automatic conversion to Term SOFR Loans having an Interest Period notice, of one (1) month shall be effective as its receipt of each such notice and the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any Notice of Borrowing, but fails to specify an Interest Period, it shall be deemed to have specified an Interest Period of one (1) month.contents

Appears in 1 contract

Samples: Credit Agreement (Manufactured Home Communities Inc)

Notice of Borrowing. Each Committed Borrowing, each conversion of Committed Loans from one Type to anotherthe other, and each continuation of Term SOFR Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by by: (Ax) telephone, telephone or (By) a Notice of BorrowingCommitted Loan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingCommitted Loan Notice. Each such Committed Loan Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (xi) 1:00 P.M. three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (New York City timeii) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, and (iii) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in an aggregate a principal amount of $25,000,000 500,000.00 or any larger a whole multiple of $5,000,000 (except that any such Borrowing may 100,000.00 in excess thereof. Except as provided in Section 2.03(c), each conversion to Base Rate Loans shall be in a principal amount of $500,000.00 or a whole multiple of $100,000.00 in excess thereof (or, in connection with any conversion or continuation of the aggregate Term Loans, if less, the entire principal amount available in accordance with Section 3.02(b)thereof then outstanding). Each Borrowing Committed Loan Notice and each telephonic notice shall specify (A) whether the Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, as the case may be, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Committed Loans to be borrowed, converted or continued, (D) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto, and (F) the currency of the Committed Loans to be borrowed. If the Borrower fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in Dollars. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Committed Loans shall be made as, converted to, Term SOFR or continued as Eurocurrency Rate Loans having in Dollars with an Interest Period of one (1) month. Any ; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency, such automatic conversion to Term SOFR Loans having shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loansmonth. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Eurocurrency Rate Loans in any Notice of Borrowingsuch Committed Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be repaid in the original currency of such Committed Loan and reborrowed in the other currency.

Appears in 1 contract

Samples: Credit Agreement (Mistras Group, Inc.)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Loans or Alternative Currency Term Rate Loans shall be made upon the BorrowerBorrower Representative’s irrevocable notice to the Administrative Agent, which may be given by (Ax) telephone, telephone or (By) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately promptly by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 12:00 noon (xi) 1:00 P.M. two (New York City time2) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of, Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Loans, (ii) three (3) Business Days (or five (5) Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Alternative Currency Loans and (iii) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Term SOFR Loans or Alternative Currency Loans shall be in an aggregate a principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof (or, in connection with any conversion or continuation of a Term Loan or Incremental Term Loan, if less, the entire principal thereof then outstanding). Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $25,000,000 100,000 or any larger a whole multiple of $5,000,000 100,000 in excess thereof (except that or, in connection with any such Borrowing may be in conversion or continuation of a Term Loan or Incremental Term Loan, if less, the aggregate amount available in accordance with Section 3.02(b)entire principal thereof then outstanding). Each Borrowing Loan Notice and each telephonic notice shall specify (Ai) the Loans to which such notice relates and whether the Borrower Representative is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, (Bii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (Ciii) the principal amount of Loans to be borrowed, converted or continued, (Div) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (Ev) if applicable, the duration of the Interest Period with respect thereto, (vi) the currency of the Loans to be borrowed (it being understood that Term SOFR Loans and Base Rate Loans can only be made in Dollars), and (vii) the Borrower that will receive the proceeds of the requested Loans (which shall be the Borrower Representative unless otherwise requested in such notice). If the Borrower Representative fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Borrower Representative fails to specify a Type of a Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower Representative fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Loans having denominated in an Alternative Currency, such Loans shall be continued as Alternative Currency Loans in their original currency with an Interest Period of one (1) month. Any such automatic conversion to Term SOFR Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower Representative requests a Borrowing of, conversion to, or continuation of Term SOFR Loans or Alternative Currency Term Rate Loans in any Notice of BorrowingLoan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Term SOFR Loan. Except as provided pursuant to Section 2.02(c), no Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be repaid in the original currency of such Loan and reborrowed in the other currency.

Appears in 1 contract

Samples: Credit Agreement (Enpro Industries, Inc)

Notice of Borrowing. Each BorrowingContinuation/Conversion. Borrower shall give Agent, each conversion at Wellx Xxxgo Disbursement Center, 2120 Xxxx Xxxx Xxxxx, Xxxxx 000, Xx Xxxxxxx, Xxxxxxxxxx, 00000, xxth a copy to Wellx Xxxgo Bank, N.A., 225 Xxxx Xxxxxx Xxxxx, Suite 2550, Chicago, Illinois, 60606, Attn: Account Officer, or such other address as Agent shall designate, an original or facsimile Notice of Borrowing no later than 10:00 A.M. (California time), not less than three (3) nor more than five (5) Business Days prior to the Closing Date. The Notice of Borrowing shall specify whether the Loan Increase will be a Base Rate Loan or a LIBOR Loan and, if a LIBOR Loan, the applicable Interest Period. Any Notice of Borrowing pursuant to this Section 2.01(b) shall be irrevocable. Borrower may elect (A) so long as no Event of Default has occurred and is continuing, to convert Base Rate Loans from one Type or any portion thereof into LIBOR Loans, (B) to anotherconvert LIBOR Loans or any portion thereof into Base Rate Loans, or (C) so long as no Event of Default has occurred and each is continuing, to continue any LIBOR Loans or any portion thereof for an additional Interest Period; provided, however, that the amount of the Loan being continued as or converted to LIBOR Loans shall, in the aggregate, equal One Million Dollars ($1,000,000) or an integral multiple of One Hundred Thousand Dollars ($100,000) in excess thereof. The applicable Interest Period for the continuation of Term SOFR Loans any LIBOR Loan shall commence on the day on which the next preceding Interest Period expires. Each such election shall be made upon the Borrower’s irrevocable notice to the by giving Agent, which may be given by (A) telephoneat 2120 X. Xxxx Xxxxx, or (B) a Xxxxx 000, Xx Xxxxxxx, Xxxxxxxxxx, 00000, Xxtn: Kathxxxx Xxxxxxxx, x Notice of Borrowing; provided that any telephone notice must be confirmed immediately Continuation/Conversion by delivery to the Agent of a Notice of Borrowing. Each such Notice of Borrowing must be received by the Agent not later than 10:00 A.M. (x) 1:00 P.M. (New York City California time) on the date of each Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing Loan, or conversion by 10:00 A.M. (California time) not less than three (3) nor more than five (5) Business Days prior to the date of a Base Rate Borrowing to a Term SOFR Borrowing. Each Borrowing of, conversion to or continuation of Loans shall be a LIBOR Loan, specifying, in an aggregate principal each case (1) whether a conversion or continuation is to occur, (2) the amount of $25,000,000 or any larger multiple of $5,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(b)). Each Borrowing shall specify (A) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, (B) the requested date of the Borrowing, conversion or continuation, as (3) the Interest Period therefor, in the case may be of a conversion to or continuation of a LIBOR Loan, and (4) the date of the conversion or continuation (which date shall be a Business Day). Agent shall promptly notify each Lender, but in any event within one (1) Business Day after receipt of such notice, of its receipt of each such notice and the contents thereof. Notwithstanding anything to the contrary contained herein and subject to the default interest provisions contained in Section 2.03, if an Event of Default occurs, all LIBOR Loans will convert to Base Rate Loans upon the expiration of the applicable Interest Periods therefor or a Business Daythe date the Loan becomes due, whichever occurs first. Except as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicableprovided above, the duration conversion of a LIBOR Loan to a Base Rate Loan shall only occur on the last Business Day of the Interest Period relating to such LIBOR Loan. In the absence of an effective election by Borrower of a LIBOR Loan and Interest Period in accordance with the above procedures prior to the third (3rd) Business Day prior to the expiration of the then current Interest Period with respect thereto. If to any LIBOR Loan, interest on such LIBOR Loan shall accrue at the Borrower fails interest rate then applicable to specify a Type of LIBOR Loan in a Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loans, then the applicable Loans shall be converted to, Term SOFR Loans having for an Interest Period of one thirty (130) month. Any such automatic conversion to Term SOFR Loans having an Interest Period of one (1) month shall be days, effective as immediately upon the expiration of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any Notice of Borrowing, but fails to specify an then-current Interest Period, it without prejudice, however, to the right of Borrower to elect a Base Rate Loan or a different Interest Period in accordance with the terms and provisions of this Agreement; provided, however, that if such continuation shall cause the number of LIBOR Loan tranches to exceed three (3), such LIBOR Loan shall be deemed converted to have specified an Interest Period of one (1) montha Base Rate Loan.

Appears in 1 contract

Samples: Credit Agreement (Manufactured Home Communities Inc)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by by: (Ai) telephone, telephone or (Bii) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately promptly by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (xA) 1:00 P.M. two (New York City time2) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Loans, and (B) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Term SOFR Loans shall be in an aggregate a principal amount of $25,000,000 1,000,000 or any larger a whole multiple of $5,000,000 500,000 in excess thereof (except that any such or, if less, the entire principal thereof then outstanding). Except as provided in Sections 2.03(c) and 2.04(b), each Borrowing may of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the aggregate amount available in accordance with Section 3.02(b)entire principal thereof then outstanding). Each Borrowing Loan Notice and each telephonic notice shall specify (AI) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, (BII) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (CIII) the principal amount of Loans to be borrowed, converted or continued, (DIV) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (EV) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be converted tomade as, or continued as, Term SOFR Loans having with an Interest Period interest period of one (1) month. Any such automatic conversion to Term SOFR Loans having an Interest Period of one (1) month continuation shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month.

Appears in 1 contract

Samples: Credit Agreement (Enfusion, Inc.)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Loans shall be made upon the Borrower’s irrevocable notice to the AgentLender, which may be given by (A) telephone, telephone or (B) a Notice of BorrowingLoan Notice; provided that provided, that, any telephone telephonic notice must be confirmed immediately by delivery to the Agent Lender of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Agent Lender not later than 11:00 a.m. (xi) 1:00 P.M. two (New York City time2) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Loans, and (ii) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Term SOFR Loans shall be be, unless otherwise agreed by Lender, in an aggregate a principal amount of $25,000,000 1,000,000 or any larger a whole multiple of $5,000,000 (except that any such 500,000 in excess thereof. Except as provided in Section 2.04(c), each Borrowing may be of or conversion to Base Rate Loans shall be, unless otherwise agreed by Lender, in the aggregate a principal amount available of $500,000 or a whole multiple of $100,000 in accordance with Section 3.02(b))excess thereof. Each Borrowing Loan Notice and each telephonic notice shall specify (A) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under the Revolving Facility, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month.

Appears in 1 contract

Samples: Credit Agreement (Nortech Systems Inc)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Loans shall be made upon the Borrower’s irrevocable written notice to the Administrative Agent, which may be given by by: (Ai) telephone, telephone or (Bii) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 1:00 p.m. (xA) 1:00 P.M. three (New York City time3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of SOFR Loans or of any conversion of SOFR Loans to Base Rate Loans, and (B) on the requested date of each any Borrowing of Base Rate Loans; provided, however, that if the Borrower wishes to request SOFR Loans having an Interest Period other than one (1), three (3) or six (6) months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 2:00 p.m. four (4) Business Days prior to the requested date of such Borrowing, 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 all of them. Not later than 1:00 p.m., three (y3) 11:00 A.M. (New York City time) on Business Days before the second Business Day before each Term SOFR requested date of such Borrowing, continuation of a Term SOFR Borrowing conversion or conversion of a Term SOFR Borrowing 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 a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR Borrowingby all the Lenders. Each Borrowing of, conversion to or continuation of SOFR Loans shall be in an aggregate a principal amount of $25,000,000 1,000,000 or any larger a whole multiple of $5,000,000 500,000 in excess thereof (except that or, in connection with any such conversion or continuation of a Term Loan, if less, the entire principal thereof then outstanding). Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing may of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in connection with any conversion or continuation of a Term Loan, if less, the aggregate amount available in accordance with Section 3.02(b)entire principal thereof then outstanding). Each Borrowing Loan Notice and each telephonic notice shall specify (AI) the applicable Facility and whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under such Facility, (BII) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (CIII) the principal amount of Loans to be borrowed, converted or continued, (DIV) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (EV) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a SOFR Loan.

Appears in 1 contract

Samples: Credit Agreement (Zeta Global Holdings Corp.)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR BSBY Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by by: (A) telephone, telephone or (B) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 10:00 a.m. (xi) 1:00 P.M. three (New York City time3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of BSBY Rate Loans or of any conversion of BSBY Rate Loans to Base Rate Loans, and (ii) on the requested date of each any Borrowing of Base Rate Loans; provided, however, that if the Borrower wishes to request BSBY Rate Loans having an Interest Period other than one (1), three (3) or six (6) months in duration as provided in the definition of “Interest Period”, the applicable notice must be received by the Administrative Agent not later than 10:00 a.m. four (4) Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 10:00 a.m., three (y3) 11:00 A.M. (New York City time) on Business Days before the second Business Day before each Term SOFR requested date of such Borrowing, continuation of a Term SOFR Borrowing conversion or conversion of a Term SOFR Borrowing 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 a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR Borrowingby all the Lenders. Each Borrowing of, conversion to or continuation of BSBY Rate Loans shall be in an aggregate a principal amount of $25,000,000 1,000,000 or any larger a whole multiple of $5,000,000 500,000 in excess thereof (except that or, in connection with any such conversion or continuation of a Loan, if less, the entire principal thereof then outstanding). Except as provided in Sections 2.03(c), each Borrowing may of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in connection with any conversion or continuation of a Loan, if less, the aggregate amount available in accordance with Section 3.02(b)entire principal thereof then outstanding). Each Borrowing Loan Notice and each telephonic notice shall specify (A) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, and (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR BSBY Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR BSBY Rate Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month.

Appears in 1 contract

Samples: Credit Agreement (Forest Road Acquisition Corp.)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Loans Loans, in each case, shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, telephone or (B) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (xi) 1:00 P.M. two Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Loans, and (New York City timeii) on the requested date of each any Borrowing of Base Rate BorrowingLoans (or, and (y) 11:00 A.M. (New York City time) in the case of Borrowings on the second Business Day before each Term SOFR BorrowingClosing Date, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing such shorter period as to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR Borrowingwhich the Administrative Agent may consent). Each Borrowing of, conversion to or continuation of Term SOFR Loans shall be in an aggregate a principal amount of $25,000,000 5,000,000 or any larger a whole multiple of $5,000,000 1,000,000 in excess thereof (except that or, in connection with any such conversion or continuation of a Term Loan, if less, the entire principal thereof then outstanding). Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing may of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, in connection with any conversion or continuation of a Term Loan, if less, the aggregate amount available in accordance with Section 3.02(b)entire principal thereof then outstanding). Each Borrowing Loan Notice shall specify (A) whether the Borrower’s request is with respect to Revolving Loans, Term A Loans, Incremental Term Loans or Incremental Add-on Term Loans and whether the Borrower is requesting a BorrowingBorrowing of such Loans, a conversion of such Loans from one Type to the other, or a continuation of such Loans, as the case may be, (B) the requested date of the such Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, converted and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting of a request for a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month. Notwithstanding anything to the contrary herein, this Section 2.02 shall not apply to Swing Line Loans or the Borrowing of Swing Line Loans.

Appears in 1 contract

Samples: Credit Agreement (Armstrong World Industries Inc)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Loans shall be made upon the Borrower’s irrevocable notice to the AgentLender, which may be given by (A) telephone, telephone or (B) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Agent Lender of a Notice of BorrowingLoan Notice. Each such Notice of Borrowing notice must be received by the Agent Lender not later than 11:00 a.m. (xi) 1:00 P.M. two (New York City time2) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Loans and (ii) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Term SOFR Loans shall be be, unless otherwise agreed by Lender, in an aggregate a principal amount of $25,000,000 1,000,000 or any larger a whole multiple of $5,000,000 1,000,000 in excess thereof (except that or, in connection with any such Borrowing may be in conversion or continuation of a Term Loan, if less, the aggregate amount available in accordance with Section 3.02(b)entire principal thereof then outstanding). Each Borrowing of or conversion to Base Rate Loans shall be, unless otherwise agreed by Lender, in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal thereof then outstanding). Each Loan Notice (whether telephonic or written) shall specify (A) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loans, then the applicable Loans shall be converted to, Term SOFR Loans having an Interest Period of one (1) month. Any such automatic conversion to Term SOFR Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to a Term SOFR Loan prior to the end of the applicable Term SOFR LoansInterest Period therefor, then such Loan shall be automatically converted to a Base Rate Loan at end of such Interest Period. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month.

Appears in 1 contract

Samples: Credit Agreement (Pool Corp)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of a Term SOFR Loans Loan shall be made upon the BorrowerBorrowing Agent’s irrevocable notice to the Administrative Agent, which may be given by (Ai) telephone, telephone or (Bii) a Notice of BorrowingLoan Notice; provided that any telephone notice must be confirmed immediately promptly by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Notice of Borrowing notice must be received by the Administrative Agent not later than 11:00 a.m. (xA) 1:00 P.M. (New York City time) on two Business Days prior to the requested date of each Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR Borrowing. Each any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Loans, and (B) on the requested date of any Borrowing of Base Rate Loans. Each Borrowing of, or conversion to or continuation of Term SOFR Loans shall be in an aggregate a principal amount of $25,000,000 5,000,000 or any larger a whole multiple of $5,000,000 (except that any such 100,000 in excess thereof. Except as provided in Sections 2.03 and 2.04(c), each Borrowing may of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in connection with any conversion or continuation of a Term Loan, if less, the aggregate amount available in accordance with Section 3.02(b)entire principal thereof then outstanding). Each Borrowing Loan Notice shall specify (Ai) the Borrower(s), (ii) whether the Borrower such Borrower(s) is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Term SOFR Loans, as the case may be, (Biii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (Civ) the principal amount of Loans to be borrowed, converted or continued, (Dv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (Evi) if applicable, the duration of the Interest Period with respect thereto. If the Borrower Borrowing Agent fails to specify a Type of Loan in a Loan Notice of Borrowing, then or if the requested Loans will be made as Base Rate Loans. If the Borrower Borrowing Agent fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower Borrowing Agent requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any Notice of BorrowingLoans, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month.

Appears in 1 contract

Samples: Credit Agreement (Fresh Del Monte Produce Inc)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Loans shall be made upon the Borrower’s irrevocable notice to the AgentAdministrative Agent (provided that a notice of Borrowing with respect to funding of a Permitted Acquisition may state that such notice is conditioned upon the completion of such Permitted Acquisition, in which case, subject to Section 3.05, such notice of Borrowing may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified Borrowing date) if the Permitted Acquisition is not consummated at the time specified), which may be given by (A) telephone, telephone or (B) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 12:00 noon (xi) 1:00 P.M. two (New York City time2) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate ​ Loans, and (ii) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Term SOFR Loans shall be in an aggregate a principal amount of $25,000,000 1,000,000 or any larger a whole multiple of $5,000,000 500,000 in excess thereof (except that any such or, if less, the remaining available amount of Revolving Commitments). Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing may of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the aggregate remaining available amount available in accordance with Section 3.02(b)of Revolving Commitments). Each Borrowing Loan Notice and each telephonic notice shall specify (A) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month.. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a Term SOFR Loan. ​

Appears in 1 contract

Samples: Credit Agreement (El Pollo Loco Holdings, Inc.)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by by: (A) telephone, telephone or (B) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than (xi) 1:00 P.M. p.m. three (New York City time3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in Dollars or of any conversion of Eurocurrency Rate Loans denominated in Dollars to Base Rate Loans, (ii) 1:00 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 any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies and (iii) 12:00 noon on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in an aggregate a principal amount of the Dollar Equivalent of $25,000,000 1,000,000 or any larger a whole multiple of the Dollar Equivalent of $5,000,000 (except that any such 1,000,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing may of or conversion to Base Rate Loans shall be in a principal amount of the aggregate amount available Dollar Equivalent of $500,000 or a whole multiple of the Dollar Equivalent of $100,000 in accordance with Section 3.02(b))excess thereof. Each Borrowing Loan Notice and each telephonic notice shall specify (A) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect theretothereto and (F) the currency of the Loans to be borrowed. If the Borrower fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall be made in Dollars. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Loans having denominated in an Interest Period of one (1) month. Any Alternative Currency, such automatic conversion to Term SOFR Loans having shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one (1) month (or such other period as applicable for Alternative Currency Loans denominated in Sterling). Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Eurocurrency Rate Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) monthmonth (or such other period as applicable for Alternative Currency Loans denominated in Sterling). Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a Eurocurrency Rate Loan. Except as provided pursuant to Section 2.20(c), no Loan may be converted into or continued as a Loan denominated in a different currency, but instead must be repaid in the original currency of such Loan and reborrowed in the other currency.

Appears in 1 contract

Samples: Credit Agreement (Nuvasive Inc)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Notice of Borrowing; provided that any telephone notice must be confirmed immediately by delivery to the Agent of a Notice of Borrowing. Each such Notice of Borrowing notice must be received by the Administrative Agent not later than 11:00 a.m. (xi) 1:00 P.M. three (New York City time3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of each any Borrowing of Base Rate Borrowing, and (yLoans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) 11:00 A.M. (New York City time) on must be confirmed promptly by delivery to the second Business Day before each Term SOFR Borrowing, continuation Administrative Agent of a Term SOFR Borrowing or conversion written Loan Notice, appropriately completed and signed by a Responsible Officer of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR Borrowingthe Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in an aggregate a principal amount of $25,000,000 100,000 or any larger a whole multiple of $5,000,000 (except that any such 100,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing may of or conversion to Base Rate Loans shall be in the aggregate a principal amount available of $100,000 or a whole multiple of $100,000 in accordance with Section 3.02(b))excess thereof. Each Borrowing Loan Notice (whether telephonic or written) shall specify (A) the applicable Facility and whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under such Facility, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Eurodollar Rate Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a Eurodollar Rate Loan.

Appears in 1 contract

Samples: Credit Agreement (Higher One Holdings, Inc.)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to another, and each continuation of Term Euro-DollarTerm SOFR Loans shall be made upon the Borrower’s irrevocable notice to the Agent, which may be given by (A) telephone, or (B) a Notice of Borrowing; provided that any telephone notice must be confirmed immediately by delivery to the Agent of a Notice of Borrowing. Each such Notice of Borrowing must be received by the Agent not later than (x) 1:00 P.M. (New York City time) on the date of each Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second thirdsecond Business Day before each Term Euro-DollarTerm SOFR Borrowing, continuation of a Term Euro-DollarTerm SOFR Borrowing or conversion of a Term Euro-DollarTerm SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term Euro-DollarTerm SOFR Borrowing. Each Borrowing of, conversion to or continuation of Loans shall be in an aggregate principal amount of $25,000,000 or any larger multiple of $5,000,000 (except that any such Borrowing may be in the aggregate amount available in accordance with Section 3.02(b)). Each Borrowing shall specify (A) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If the Borrower fails to give a timely notice requesting a conversion or continuation of any Term Euro-DollarTerm SOFR Loans, then the applicable Loans shall be converted to, Term Euro-DollarTerm SOFR Loans having an Interest Period of one (1) month. Any such automatic conversion to Term Euro-DollarTerm SOFR Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any Notice of Borrowing, but fails to specify an Interest Period, it shall be deemed to have specified an Interest Period of one (1) month.Euro-DollarTerm

Appears in 1 contract

Samples: Credit Agreement (Target Corp)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Notice of Borrowing; provided that any telephone notice must be confirmed immediately by delivery to the Agent of a Notice of Borrowing. Each such Notice of Borrowing notice must be received by the Administrative Agent not later than 11:00 a.m. (xi) 1:00 P.M. three (New York City time3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of each any Borrowing of Base Rate Borrowing, and (yLoans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) 11:00 A.M. (New York City time) on must be confirmed promptly by delivery to the second Business Day before each Term SOFR Borrowing, continuation Administrative Agent of a Term SOFR Borrowing or conversion written Loan Notice, appropriately completed and signed by a Responsible Officer of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR Borrowingthe Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in an aggregate a principal amount of $25,000,000 500,000 or any larger a whole multiple of $5,000,000 (except that any such 100,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing may of or conversion to Base Rate Loans shall be in the aggregate a principal amount available of $500,000 or a whole multiple of $100,000 in accordance with Section 3.02(b))excess thereof. Each Borrowing Loan Notice (whether telephonic or written) shall specify (A) the applicable Facility and whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under such Facility, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Eurodollar Rate Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a Eurodollar Rate Loan.

Appears in 1 contract

Samples: Credit Agreement (Calix, Inc)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR LIBOR Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Notice of Borrowing; provided that any telephone notice must be confirmed immediately by delivery to the Agent of a Notice of Borrowing. Each such Notice of Borrowing notice must be received by the Administrative Agent not later than 11:00 a.m. (xi) 1:00 P.M. three (New York City time3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of LIBOR Rate Loans or of any conversion of LIBOR Rate Loans to Base Rate Loans, and (ii) on the requested date of each any Borrowing of Base Rate Borrowing, and (yLoans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) 11:00 A.M. (New York City time) on must be confirmed promptly by delivery to the second Business Day before each Term SOFR Borrowing, continuation Administrative Agent of a Term SOFR Borrowing or conversion written Loan Notice, appropriately completed and signed by a Responsible Officer of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR Borrowingthe Borrower. Each Borrowing of, conversion to or continuation of LIBOR Rate Loans shall be in an aggregate a principal amount of $25,000,000 500,000 or any larger a whole multiple of $5,000,000 (except that any such Borrowing may be 100,000 in the aggregate amount available in accordance with Section 3.02(b))excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice (whether telephonic or written) shall specify (A) the applicable Facility and whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under such Facility, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthLIBOR Rate Loans. Any such automatic conversion to Term SOFR LIBOR Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loanseffect. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR LIBOR Rate Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month.

Appears in 1 contract

Samples: Credit Agreement (KVH Industries Inc \De\)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Loans shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent, which may be given by by: (Ai) telephone, telephone or (Bii) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (xA) 1:00 P.M. two (New York City time2) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Loans, and (B) on the requested date of each any Borrowing of Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Term SOFR Loans shall be in an aggregate a principal amount of $25,000,000 5,000,000 or any larger a whole multiple of $5,000,000 1,000,000 in excess thereof (except that any such or, if less, the entire principal thereof then outstanding). Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing may of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the aggregate amount available in accordance with Section 3.02(b)entire principal thereof then outstanding). Each Borrowing Loan Notice and each telephonic notice shall specify (AI) the applicable Facility and whether the such Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under such Facility, (BII) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (CIII) the principal amount of Loans to be borrowed, converted or continued, (DIV) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (EV) if applicable, the duration of the Interest Period with respect thereto. If the a Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If the or if a Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the a Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month.

Appears in 1 contract

Samples: Credit Agreement (Hecla Mining Co/De/)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type Base Rate Loans to anotherTerm SOFR Loans, each conversion of Term SOFR Loans to Base Rate Loans, and each continuation of a Term SOFR Loans Loan shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephonetelephone or a Loan Notice; provided, or (B) a Notice of Borrowing; provided that that, any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 1:00 p.m. (xi) 1:00 P.M. two Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Term SOFR Loans or of any conversion of Term SOFR Loans to Base Rate Loans, and (New York City timeii) on the requested date of each any Borrowing of Base Rate Loans; provided, that, if the Borrower wishes to request Term SOFR Loans having an Interest Period other than one, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 1:00 p.m. five Business Days prior to the requested date of such Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each conversion or continuation of Term SOFR Loans, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them, and, not later than 1:00 p.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation of a Term SOFR Borrowing Loans, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or conversion of a Term SOFR Borrowing not the requested Interest Period has been consented to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR Borrowingby all the Lenders. Each Borrowing of, conversion to or continuation of Term SOFR Loans shall be in an aggregate a principal amount of $25,000,000 5,000,000 or any larger a whole multiple of $5,000,000 1,000,000 in excess thereof (except that any such Borrowing may be in or, if less, the aggregate amount available in accordance with Section 3.02(b)entire principal thereof then outstanding). Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal thereof then outstanding). Each Loan Notice shall specify (A) whether the Borrower is requesting a Borrowing, a conversion of Base Rate Loans from one Type to the otherTerm SOFR Loans, a conversion of Term SOFR Loans to Base Rate Loans, or a continuation of Loans, as the case may be, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to of CHAR1\1928876v8 Term SOFR Loans having an Interest Period of one (1) month to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month.

Appears in 1 contract

Samples: Credit Agreement (Parsons Corp)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Notice of Borrowing; provided that any telephone notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (xi) 1:00 P.M. two (New York City time2) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of each any Borrowing of Base Rate Loans. Not later than 11:00 a.m., three (3) Business Days before the requested date of such Borrowing, and conversion or continuation, the Administrative Agent shall notify the Borrower (ywhich notice may be by telephone) 11:00 A.M. (New York City time) on whether or not the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing requested Interest Period has been consented to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR Borrowingby all the Lenders. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in an aggregate a principal amount of $25,000,000 5,000,000 or any larger a whole multiple of $5,000,000 1,000,000 in excess thereof (except that or, in connection with any such conversion or continuation of a Revolving Loan, if less, the entire principal thereof then outstanding). Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing may of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, in connection with any conversion or continuation of a Revolving Loan, if less, the aggregate amount available in accordance with Section 3.02(b)entire principal thereof then outstanding). Each Borrowing Loan Notice shall specify (A) the applicable Facility and whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under such Facility, (B) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (C) the principal amount of Loans to be borrowed, converted or continued, (D) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (E) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Eurodollar Rate Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one thirty (130) monthdays. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a Eurodollar Rate Loan.

Appears in 1 contract

Samples: Credit Agreement (Armstrong Flooring, Inc.)

Notice of Borrowing. Each Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Eurodollar Fixed Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by by: (Ai) telephone, telephone or (Bii) a Notice of BorrowingLoan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingLoan Notice. Each such Loan Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (xA) 1:00 P.M. three (New York City time3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Fixed Rate Loans or of any conversion of Eurodollar Rate Fixed Loans to Eurodollar Floating Rate Loans or Base Rate Loans, and (B) on the requested date of each any Borrowing of Eurodollar Floating Rate Loans or Base Rate Borrowing, and (y) 11:00 A.M. (New York City time) on the second Business Day before each Term SOFR Borrowing, continuation of a Term SOFR Borrowing or conversion of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR BorrowingLoans. Each Borrowing of, conversion to or continuation of Eurodollar Fixed Rate Loans shall be in an aggregate a principal amount of $25,000,000 100,000 or any larger a whole multiple of $5,000,000 (except that any such 50,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing may of or conversion to Eurodollar Floating Rate Loans or Base Rate Loans shall be in the aggregate a principal amount available of $50,000 or a whole multiple of $10,000 in accordance with Section 3.02(b))excess thereof. Each Borrowing Loan Notice and each telephonic notice shall specify (AI) the applicable Facility and whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans, as the case may be, under such Facility, (BII) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (CIII) the principal amount of Loans to be borrowed, converted or continued, (DIV) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (EV) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthEurodollar Floating Rate Loans. Any such automatic conversion to Term SOFR Eurodollar Floating Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Eurodollar Fixed Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Eurodollar Fixed Rate Loans in any Notice of Borrowingsuch Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a Eurodollar Fixed Rate Loan.

Appears in 1 contract

Samples: Credit Agreement (Usana Health Sciences Inc)

Notice of Borrowing. Each Revolving Credit Borrowing, each conversion of Loans from one Type to anotherthe other, and each continuation of Term SOFR Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by by: (A) telephone, telephone or (B) a Notice of BorrowingCommitted Loan Notice; provided that any telephone telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of BorrowingCommitted Loan Notice. Each such Notice of Borrowing notice must be received by the Administrative Agent not later than 11:00 a.m. (xi) 1:00 P.M. three (New York City time3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of each any Borrowing of Base Rate Borrowing, and (yLoans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) 11:00 A.M. (New York City time) on must be confirmed promptly by delivery to the second Business Day before each Term SOFR Borrowing, continuation Administrative Agent of a Term SOFR Borrowing or conversion written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of a Term SOFR Borrowing to a Base Rate Borrowing or conversion of a Base Rate Borrowing to a Term SOFR Borrowingthe Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in an aggregate a principal amount of $25,000,000 1,000,000 or any larger a whole multiple of $5,000,000 (except that any such 500,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing may of or conversion to Base Rate Loans shall be in the aggregate a principal amount available of $1,000,000 or a whole multiple of $500,000 in accordance with Section 3.02(b))excess thereof. Each Borrowing Committed Loan Notice (whether telephonic or written) shall specify (Ai) the applicable Facility and whether the Borrower is requesting a Borrowing, a conversion of Term Loans, Incremental Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Loans, as the case may be, under such Facility, (Bii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day or a Business Day, as applicable), (Ciii) the principal amount of Loans to be borrowed, converted or continued, (Div) the Type of Loans to be borrowed or to which existing Term Loans, Incremental Term Loans or Revolving Credit Loans are to be converted, and (Ev) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice of Borrowing, then the requested Loans will be made as Base Rate Loans. If or if the Borrower fails to give a timely notice requesting a conversion or continuation of any Term SOFR Loanscontinuation, then the applicable Term Loans, Incremental Term Loans or Revolving Credit Loans shall be made as, or converted to, Term SOFR Loans having an Interest Period of one (1) monthBase Rate Loans. Any such automatic conversion to Term SOFR Base Rate Loans having an Interest Period of one (1) month shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Term SOFR Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Term SOFR Eurodollar Rate Loans in any Notice of Borrowingsuch Committed Loan Notice, but fails to specify an Interest Period, it shall will be deemed to have specified an Interest Period of one (1) month. CHL:83643.8 Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurodollar Rate Loan.

Appears in 1 contract

Samples: Credit Agreement (Heartland Payment Systems Inc)

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