Common use of Advance Requests Clause in Contracts

Advance Requests. For each Advance, the Borrower shall have delivered to RUS, for review and approval before being forwarded to FFB, an Advance Request, which Advance Request: (a) shall specify, among other things: (1) the particular "Bond Identifier" that FFB assigned to this Bond (as provided in section 5.1 of this Agreement; (2) the particular amount of funds that the Borrower requests to be advanced (such amount being the "Requested Advance Amount" for the respective Advance); (3) the particular calendar date that the Borrower requests to be the date on which the respective Advance is to be made (such date being the "Requested Advance Date" for such Advance), which date must be a Business Day; (4) the particular bank account to which the Borrower requests that the respective Advance be made; (5) the particular calendar date that the Borrower selects to be the date on which the respective Advance is to mature (such date being the "Maturity Date" for such Advance), which date must meet all of the following criteria: (A) the Maturity Date for the respective Advance must be a "Payment Date" (as that term is defined in paragraph 7 of the Bond); (B) the Maturity Date for the respective Advance may not be a date that will occur after the twentieth anniversary of the Requested Advance Date specified in the respective Advance Request; (C) the Maturity Date for the respective Advance may not be a date that will occur after the particular date specified on page 1 of the Bond as being the "Final Maturity Date"; and (D) the period of time between the Requested Advance Date for the respective Advance and the Maturity Date for such Advance may not be less than the period from the Requested Advance Date (if such date is a Payment Date) or the Payment Date immediately following the Requested Advance Date (if the Requested Advance Date is not a Payment Date) to the next Payment Date; (6) the particular method for the repayment of principal of the respective Advance that the Borrower elects to apply to such Advance from among the three principal repayment methods described in paragraph 8(b) of the Bond; and (7) with respect to each Advance for which the Borrower selects a Maturity Date that will occur on or after the fifth anniversary of the Requested Advance Date specified in the respective Advance Request, the particular prepayment/ refinancing privilege that the Borrower elects to apply to the respective Advance (i.e. either the Market Value Prepayment/Refinancing Privilege described in section 11.2 of this Agreement or the Fixed Premium Prepayment/Refinancing Privilege described in section 11.3 of this Agreement); and (b) shall have been duly executed by an official of the Borrower whose name and signature appear on the Certificate Specifying Authorized Borrower Officials delivered by the Borrower to FFB pursuant to section 3.2.3 of this Agreement; and (c) shall have been received by FFB not later than the third Business Day before the Requested Advance Date specified in such Advance Request.

Appears in 6 contracts

Samples: Bond Purchase Agreement (National Rural Utilities Cooperative Finance Corp /Dc/), Bond Purchase Agreement (National Rural Utilities Cooperative Finance Corp /Dc/), Bond Purchase Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)

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Advance Requests. For each Advance, the Borrower shall have delivered to RUS, for review and approval before being forwarded to FFB, an Advance Request, which Advance Request: (a) shall specify, among other things: (1) the particular "Bond Identifier" that FFB assigned to this Bond (as provided in section 5.1 of this Agreement; (2) the particular amount of funds that the Borrower requests to be advanced (such amount being the "Requested Advance Amount" for the respective Advance); (3) the particular calendar date that the Borrower requests to be the date on which the respective Advance is to be made (such date being the "Requested Advance Date" for such Advance), which date must be a Business Day; (4) the particular bank account to which the Borrower requests that the respective Advance be made; (5) the particular calendar date that the Borrower selects to be the date on which the respective Advance is to mature (such date being the "Maturity Date" for such Advance), which date must meet all of the following criteria: (A) the Maturity Date for the respective Advance must be a "Payment Date" (as that term is defined in paragraph 7 of the Bond); (B) the Maturity Date for the respective Advance may not be a date that will occur after the twentieth thirtieth anniversary of the Requested Advance Date specified in the respective Advance Request; (C) the Maturity Date for the respective Advance may not be a date that will occur after the particular date specified on page 1 of the Bond as being the "Final Maturity Date"; and (D) the period of time between the Requested Advance Date for the respective Advance and the Maturity Date for such Advance may not be less than the period from the Requested Advance Date (if such date is a Payment Date) or the Payment Date immediately following the Requested Advance Date (if the Requested Advance Date is not a Payment Date) to the next Payment Date; (6) the particular method for the repayment of principal of the respective Advance that the Borrower elects to apply to such Advance from among the three principal repayment methods described in paragraph 8(b) of the Bond; and (7) with respect to each Advance for which the Borrower selects a Maturity Date that will occur on or after the fifth anniversary of the Requested Advance Date specified in the respective Advance Request, the particular prepayment/ refinancing privilege that the Borrower elects to apply to the respective Advance (i.e. either the Market Value Prepayment/Refinancing Privilege described in section 11.2 of this Agreement or the Fixed Premium Prepayment/Refinancing Privilege described in section 11.3 of this Agreement); and (b) shall have been duly executed by an official of the Borrower whose name and signature appear on the Certificate Specifying Authorized Borrower Officials delivered by the Borrower to FFB pursuant to section 3.2.3 of this Agreement; and (c) shall have been received by FFB not later than the third Business Day before the Requested Advance Date specified in such Advance Request.

Appears in 5 contracts

Samples: Bond Purchase Agreement (National Rural Utilities Cooperative Finance Corp /Dc/), Bond Purchase Agreement (National Rural Utilities Cooperative Finance Corp /Dc/), Bond Purchase Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)

Advance Requests. For (i) Borrowers shall (i) select the Type of Loan and, in the case of each AdvanceLIBOR Tranche Rate Loan, the Borrower shall have delivered LIBOR Tranche Period applicable thereto, from time to RUStime and (ii) give Agent irrevocable notice (a “Borrowing Notice”) not later than 1:00 p.m. (Cincinnati, Ohio time) on the Borrowing Date for review each Daily LIBOR Rate Loan and approval three Business Days before being forwarded to FFBthe Borrowing Date for each LIBOR Tranche Rate Loan, an Advance Requestspecifying (in the form of Exhibit A for LIBOR Tranche Rate Loans): (A) the Borrowing Date, which Advance Request: (a) shall specify, among other things: (1) the particular "Bond Identifier" that FFB assigned to this Bond (as provided in section 5.1 of this Agreement; (2) the particular amount of funds that the Borrower requests to be advanced (such amount being the "Requested Advance Amount" for the respective Advance); (3) the particular calendar date that the Borrower requests to be the date on which the respective Advance is to be made (such date being the "Requested Advance Date" for such Advance), which date must be a Business Day;, of such Loan, (B) the aggregate amount of such Loan, (C) the Type of Loan selected; provided that, if Borrowers fail to specify the Type of Loan requested, such request shall be deemed a request for a Daily LIBOR Rate Loan; and (D) the duration of the LIBOR Tranche Period if the Type of Loan requested is a LIBOR Tranche Rate Loan; provided that, if Borrowers fail to select the duration of the LIBOR Tranche Period for the requested LIBOR Tranche Rate Loan, Borrowers shall be deemed to have requested that such LIBOR Tranche Rate Loan be made with a LIBOR Tranche Period of one month. Each Borrowing Notice must be signed by an Authorized Representative; however, Agent may rely on the authority of any officer or employee of any Borrower whom Agent in good faith believes to be authorized to request advances. (4ii) Prior to the particular bank Termination Date and subject to the other terms and conditions of this Agreement, all disbursements of Revolving Loans will initially be made into a non-interest bearing, DDA operating account maintained at Agent or an Affiliate of Agent (the “Operating Account”) structured and utilized for that purpose in accordance with Agent’s (or as applicable, the applicable Agent Affiliate’s) policies and procedures, current account number: 7141958798. Prior to which the Borrower requests that Termination Date and subject to the respective Advance other terms and conditions of this Agreement, funds in the Operating Account will then be made; made available to Borrowers via one or more non-interest bearing controlled disbursement accounts maintained by Borrowers at Agent or an Affiliate of Agent (5collectively, the “Controlled Disbursement Account”) in accordance with Agent’s (or as applicable, the particular calendar date that applicable Agent Affiliate’s) policies and procedures. Notwithstanding the Borrower selects foregoing in this Section 2.4(a)(ii), Agent may, at any time hereafter, elect not to credit proceeds of Revolving Loans to the Controlled Disbursement Account, but Agent instead may establish non-controlled disbursement account or accounts (such as an operating account but exclusive of the Operating Account) for Borrowers at Agent or an Affiliate of Agent and disburse proceeds of the Revolving Loans by crediting such non-controlled disbursement account(s) of Borrowers at Agent or an Affiliate of Agent. Borrowers hereby irrevocably authorize Agent, without any further written or oral request of Borrowers, to transfer funds automatically from the Operating Account to the Controlled Disbursement Account in amounts necessary for the payment of checks and other items drawn on, and debits by Agent of, the Controlled Disbursement Account as such checks and other items (“Presentments”) are presented to Agent or the applicable Agent Affiliate for payment, and debits are made by Agent, subject to the terms and conditions of this Agreement. If any Presentments in the Controlled Disbursement Account are paid by Agent in excess of funds available in the Operating Account for any reason, the amounts so paid by Agent will be deemed to be an overdraft and advance of the Revolving Loans as a Daily LIBOR Rate Loan for all purposes of this Agreement and are hereby ratified and approved by Borrowers; however, under no circumstances will Agent have any obligation to pay any Presentments in the Controlled Disbursement Account in excess of funds available in the Operating Account. Notwithstanding anything to the contrary in this Section 2.4(a)(ii), Agent reserves the right to discontinue providing controlled disbursement accounts to its customers, including Borrowers. In addition to advances of Revolving Loans made pursuant to Agent’s (or as applicable, Agent’s Affiliate’s) controlled disbursement account system, Agent will, from time to time prior to the Termination Date and subject to the other terms and conditions of this Agreement, make advances of Revolving Loans via wire transfers or ACH payments so long as Borrowers have given Agent written notice at the Head Office, via facsimile transmission, electronic mail or otherwise, no later than 1:00 p.m. Cincinnati, Ohio time on the date on which Borrowers shall request that such Revolving Loan be advanced in the respective Advance is case of wire transfers and any other deadline imposed by Agent from time to mature (such date being time for ACH payments. The making of each Revolving Loan, whether via the "Maturity Date" for such Advance)controlled disbursement account system or a written request by Borrowers, which date must meet all of the following criteria: will be deemed to be a representation by Borrowers that (A) the Maturity Date for Revolving Loan will not violate the respective Advance must be a "Payment Date" (as that term is defined in paragraph 7 terms of the Bond); Section 2.2 and (B) all Eligible Receivables and Eligible Inventory then comprising the Maturity Date Borrowing Base meet all of Agent’s criteria for the respective Advance may not be a date that will occur after the twentieth anniversary of the Requested Advance Date specified in the respective Advance Request; (C) the Maturity Date for the respective Advance may not be a date that will occur after the particular date specified on page 1 of the Bond as being the "Final Maturity Date"; and (D) the period of time between the Requested Advance Date for the respective Advance Eligible Receivables and the Maturity Date for such Advance may not be less than the period from the Requested Advance Date (if such date is a Payment Date) or the Payment Date immediately following the Requested Advance Date (if the Requested Advance Date is not a Payment Date) Eligible Inventory, respectively. Neither Agent nor any Lender shall have any duty to the next Payment Date; (6) the particular method for the repayment of principal of the respective Advance that the Borrower elects to apply to such Advance from among the three principal repayment methods described in paragraph 8(b) of the Bond; and (7) with respect to each Advance for which the Borrower selects a Maturity Date that will occur on or after the fifth anniversary of the Requested Advance Date specified in the respective Advance Requestfollow, nor any liability for, the particular prepayment/ refinancing privilege that the application by any Borrower elects to apply to the respective Advance (i.e. either the Market Value Prepayment/Refinancing Privilege described in section 11.2 of this Agreement or the Fixed Premium Prepayment/Refinancing Privilege described in section 11.3 any proceeds of this Agreement); and (b) shall have been duly executed by an official of the Borrower whose name and signature appear on the Certificate Specifying Authorized Borrower Officials delivered by the Borrower to FFB pursuant to section 3.2.3 of this Agreement; and (c) shall have been received by FFB not later than the third Business Day before the Requested Advance Date specified in such Advance Requestany Revolving Loan.

Appears in 2 contracts

Samples: Credit Agreement (Industrial Services of America Inc /Fl), Credit Agreement (Industrial Services of America Inc /Fl)

Advance Requests. For each Advance, the Borrower shall have delivered to RUS, for review and approval before being forwarded to FFB, an Advance Request, which Advance Request: (a) shall specify, among other things: (1) the particular "Bond Identifier" that FFB assigned to this Bond (as provided in section 5.1 of this Agreement; (2) the particular amount of funds that the Borrower requests to be advanced (such amount being the "Requested Advance Amount" for the respective Advance); (3) the particular calendar date that the Borrower requests to be the date on which the respective Advance is to be made (such date being the "Requested Advance Date" for such Advance), which date must be a Business Day; (4) the particular bank account to which the Borrower requests that the respective Advance be made;; and (5) the particular calendar date that the Borrower selects to be the date on which the respective Advance is to mature (such date being the "Maturity Date" for such Advance), which date must meet all of the following criteria: (A) the Maturity Date for the respective Advance must be a "Payment Date" (as that term is defined in paragraph 7 of the Bond); (B) the Maturity Date for the respective Advance may not be a date that will occur after the twentieth anniversary of the Requested Advance Date specified in the respective Advance Request; (C) the Maturity Date for the respective Advance may not be a date that will occur after the particular date specified on page 1 of the Bond as being the "Final Maturity Date"; and (D) the period of time between the Requested Advance Date for the respective Advance and the Maturity Date for such Advance may not be less than the period from the Requested Advance Date (if such date is a Payment Date) or the Payment Date immediately following the Requested Advance Date (if the Requested Advance Date is not a Payment Date) to the next Payment Date; (6) the particular method for the repayment of principal of the respective Advance that the Borrower elects to apply to such Advance from among the three principal repayment methods described in paragraph 8(b) of the Bond; and (76) with respect to each Advance for which the Borrower selects a Maturity Date that will occur on or after the fifth anniversary of the Requested Advance Date specified in the respective Advance Request, the particular prepayment/ refinancing privilege that the Borrower elects to apply to the respective Advance (i.e. either the Market Value Prepayment/Refinancing Privilege described in section 11.2 of this Agreement or the Fixed Premium Prepayment/Refinancing Privilege described in section 11.3 of this Agreement); and (b) shall have been duly executed by an official of the Borrower whose name and signature appear on the Certificate Specifying Authorized Borrower Officials delivered by the Borrower to FFB pursuant to section 3.2.3 of this Agreement; and (c) shall have been received by FFB not later than the third Business Day before the Requested Advance Date specified in such Advance Request.

Appears in 2 contracts

Samples: Bond Purchase Agreement (National Rural Utilities Cooperative Finance Corp /Dc/), Bond Purchase Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)

Advance Requests. For each The Borrower if it wishes to obtain an Advance under the Credit Facility, or to convert an existing Advance under the Credit Facility to another Advance under the Credit Facility, shall deliver to the Lender an Advance Request in writing, substantially in the form of Schedule 1 hereto, in respect of such Advance not later than 11:00 a.m. (Toronto, Ontario time): (a) in the case of any Advance by way of LIBOR Loan or BA Advance, three Business Days prior to the proposed date of such Advance; (b) in the case of any other Advance, one Business Day prior to the proposed date of such Advance, except that in the case of any Prime Rate Loan or U.S. Base Rate Loan of U.S. $10,000,000 or less requested by a Borrower by way of overdraft in any of its accounts with the Lender, the Borrower shall use its best efforts to deliver to the Lender in a reasonably timely manner (which may be on the proposed date of such Advance) an Advance Request by telephone or telecopy notice (or such other method of notification as may be agreed upon between the Lender and the Borrower), provided that the Lender shall have delivered no obligation to RUSadvance such Advance unless the Lender has received at least one hour prior to the time of the advance of such Advance an Advance Request in writing, for review substantially in the form of Schedule 1 hereto, in respect of such Advance, specifying the date of the Advance, which date shall be a Business Day in respect of such Advance, the Type of Advance, the aggregate amount thereof and approval before being forwarded (in the case of a BA Advance) the term or terms to FFB, an maturity of the requested Bankers' Acceptances or (in the case of a LIBOR Loan) the requested LIBOR Period. Any such Advance Request, which Advance Request: (a) shall specify, among other things: (1) the particular "Bond Identifier" that FFB assigned to this Bond (as provided in section 5.1 of this Agreement; (2) the particular amount of funds that the Borrower requests to be advanced (such amount being the "Requested Advance Amount" for the respective Advance); (3) the particular calendar date that the Borrower requests to be the date on which the respective Advance is to be made (such date being the "Requested Advance Date" for such Advance), which date must be a Business Day; (4) the particular bank account to which the Borrower requests that the respective Advance be made; (5) the particular calendar date that the Borrower selects to be the date on which the respective Advance is to mature (such date being the "Maturity Date" for such Advance), which date must meet all of the following criteria: (A) the Maturity Date for the respective Advance must be a "Payment Date" (as that term is defined in paragraph 7 of the Bond); (B) the Maturity Date for the respective Advance may not be a date that will occur after the twentieth anniversary of the Requested Advance Date specified in the respective Advance Request; (C) the Maturity Date for the respective Advance may not be a date that will occur after the particular date specified on page 1 of the Bond as being the "Final Maturity Date"; and (D) the period of time between the Requested Advance Date for the respective Advance and the Maturity Date for such Advance may not be less than the period from the Requested Advance Date (if such date is a Payment Date) or the Payment Date immediately following the Requested Advance Date (if the Requested Advance Date is not a Payment Date) to the next Payment Date; (6) the particular method for the repayment of principal of the respective Advance that the Borrower elects to apply to such Advance from among the three principal repayment methods described in paragraph 8(b) of the Bond; and (7) with respect to each Advance for which the Borrower selects a Maturity Date that will occur on or after the fifth anniversary of the Requested Advance Date specified in the respective Advance Request, the particular prepayment/ refinancing privilege that the Borrower elects to apply to the respective Advance (i.e. either the Market Value Prepayment/Refinancing Privilege described in section 11.2 of this Agreement or the Fixed Premium Prepayment/Refinancing Privilege described in section 11.3 of this Agreement); and (b) shall have been duly executed by an official of the Borrower whose name and signature appear on the Certificate Specifying Authorized Borrower Officials once delivered by the Borrower to FFB pursuant the Lender, shall be binding, and (subject to section 3.2.3 of this Agreement; and (c) the conditions precedent provided for herein conditioning the Borrower's right to obtain the requested, or any, Advance), the Borrower shall have been received by FFB not later than be obligated to take the third Business Day before requested Advance on the Requested Advance Date date specified in such Advance Request.. The Lender may rely and act upon, and shall incur no liability under or in respect of this Agreement by in good faith relying or acting upon, any Advance Request under this Section 2.3 given by telephone or telecopier (or other method of notification as may be agreed upon between the Lender and the Borrower) believed by the Lender to be genuine (without any verification inquiries) and to be

Appears in 1 contract

Samples: Non Revolving Credit Agreement (Hub International LTD)

Advance Requests. For each Advance, the Borrower shall have delivered to RUS, for review and approval before being forwarded to FFB, an Advance Request, which Advance Request: (a) shall specify, among other things: (1) the particular "Bond Identifier" that FFB assigned to this Bond (as provided in section 5.1 of this Agreement; (2) the particular amount of funds that the Borrower requests to be advanced (such amount being the "Requested Advance Amount" for the respective Advance); (3) the particular calendar date that the Borrower requests to be the date on which the respective Advance is to be made (such date being the "Requested Advance Date" for such Advance), which date must be a Business Day; (4) the particular bank account to which the Borrower requests that the respective Advance be made; (5) the particular calendar date that the Borrower selects to be the date on which the respective Advance is to mature (such date being the "Maturity Date" for such Advance), which date must meet all of the following criteria: (A) the Maturity Date for the respective Advance must be a "Payment Date" (as that term is defined in paragraph 7 of the Bond); (B) the Maturity Date for the respective Advance may not be a date that will occur after the twentieth thirtieth anniversary of the Requested Advance Date specified in the respective Advance Request; (C) the Maturity Date for the respective Advance may not be a date that will occur after the particular date specified on page 1 of the Bond as being the "Final Maturity Date"; and (D) the period of time between the Requested Advance Date for the respective Advance and the Maturity Date for such Advance may not be less than the period from the Requested Advance Date (if such date is RUS a Payment Date) or the Payment Date immediately following the Requested Advance Date (if the Requested Advance Date is not a Payment Date) to the next Payment Date; (6) the particular method for the repayment of principal of the respective Advance that the Borrower elects to apply to such Advance from among the three principal repayment methods described in paragraph 8(b) of the Bond; and (7) with respect to each Advance for which the Borrower selects a Maturity Date that will occur on or after the fifth anniversary of the Requested Advance Date specified in the respective Advance Request, the particular prepayment/ refinancing privilege that the Borrower elects to apply to the respective Advance (i.e. either the Market Value Prepayment/Refinancing Privilege described in section 11.2 of this Agreement or the Fixed Premium Prepayment/Refinancing Privilege described in section 11.3 of this Agreement); and (b) shall have been duly executed by an official of the Borrower whose name and signature appear on the Certificate Specifying Authorized Borrower Officials delivered by the Borrower to FFB pursuant to section 3.2.3 of this Agreement; and (c) shall have been received by FFB not later than the third Business Day before the Requested Advance Date specified in such Advance Request.

Appears in 1 contract

Samples: Bond Purchase Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)

Advance Requests. For each Advance, the Borrower Qualified Issuer shall have delivered to RUSthe CDFI Fund, for review and approval before being forwarded to FFB, an Advance Request, which Advance Request: (a) shall specify, among other things: (1) the particular "Bond Identifier" that FFB assigned to this Bond (as provided in section 5.1 of this Agreement); (2) the particular amount of funds that the Borrower Qualified Issuer requests to be advanced (such amount being the "Requested Advance Amount" for the respective Advance); (3) the particular calendar date that the Borrower Qualified Issuer requests to be the date on which the respective Advance is to be made (such date being the "Requested Advance Date" for such Advance), which date date: (A) must be a Business Day; and (B) must not be a date that will occur earlier than the third Business Day to occur after the date on which FFB shall have received the respective Advance Request; (4) the particular bank account to which the Borrower Qualified Issuer requests that the respective Advance be made; (5) the particular calendar date that the Borrower Qualified Issuer selects to be the date on which the respective Advance is to mature (such date being the "Maturity Date" for such Advance), which date must meet all of the following criteriadate: (A) the Maturity Date for the respective Advance must be a "Payment Date" (as that term is defined in paragraph 7 of the Bond);; and (B) the Maturity Date for the respective Advance may not be a date that will occur after the twentieth anniversary of the Requested Advance Date specified in the respective Advance Request; (C) the Maturity Date for the respective Advance may must not be a date that will occur after the particular date specified on page 1 of the Bond as being the "Final Maturity Date"; and (D) the period of time between the Requested Advance Date for the respective Advance and the Maturity Date for such Advance may not be less than the period from the Requested Advance Date (if such date is a Payment Date) or the Payment Date immediately following the Requested Advance Date (if the Requested Advance Date is not a Payment Date) to the next Payment Date; (6) the particular method for the repayment of principal of the respective Advance that the Borrower elects to apply to such Advance from among the three principal repayment methods described in paragraph 8(b) of the Bond; and (7) with respect to each Advance for which the Borrower selects a Maturity Date that will occur on or after the fifth anniversary of the Requested Advance Date specified in the respective Advance Request, the particular prepayment/ refinancing prepayment privilege that the Borrower Qualified Issuer elects to apply to the respective Advance (i.e. i.e., either the Market Value Prepayment/Refinancing Prepayment Privilege described in section 11.2 of this Agreement or the Fixed Premium Prepayment/Refinancing Par Prepayment Privilege described in section 11.3 of this Agreement) and if the Qualified Issuer elects to have the Par Prepayment Privilege apply to the Advance, the particular No-Call Period that the Qualified Issuer selects to apply to such Par Prepayment Privilege (i.e., either a 15-Year No-Call Period or a 20-Year No-Call Period); and (b) shall have been duly executed by an official of the Borrower Qualified Issuer whose name and signature appear on the Certificate Specifying Authorized Borrower Qualified Issuer Officials delivered by the Borrower Qualified Issuer to FFB pursuant to sections 3.2.3, 4.1(c), and 4.3(a), or pursuant to section 3.2.3 12.4, of this Agreement; and (c) shall have been received by FFB not later than the third Business Day before the Requested Advance Date specified in such Advance Request.

Appears in 1 contract

Samples: Bond Purchase Agreement

Advance Requests. For each Advance, the Borrower shall have delivered to RUS, for review and approval before being forwarded to FFB, an Advance Request, which Advance Request: (a) shall specify, among other things: (1) the particular "Bond Identifier" that FFB assigned to this Bond (as provided in section 5.1 of this Agreement; (2) the particular amount of funds that the Borrower requests to be advanced (such amount being the "Requested Advance Amount" for the respective Advance); (3) the particular calendar date that the Borrower requests to be the date on which the respective Advance is to be made (such date being the "Requested Advance Date" for such Advance), which date date: (A) must be a Business Day; and (B) shall be a date that meets the advance notice requirements prescribed in section 7.3.2(b) of this Agreement; (4) the particular bank account to which the Borrower requests that the respective Advance be made;; and (5) the particular calendar date that the Borrower selects to be the date on which the respective Advance is to mature (such date being the "Maturity Date" for such Advance), which date must meet all of the following criteria: (A) the Maturity Date for the respective Advance must be a "Payment a"Payment Date" (as that term is defined in paragraph 7 of the Bond); (B) the Maturity Date for the respective Advance may not be a date that will occur after the twentieth anniversary of the Requested Advance Date specified in the respective Advance Request; (C) the Maturity Date for the respective Advance may not be a date that will occur after the particular date specified on page 1 of the Bond as being the "Final Maturity Date"; and (D) the period of time between the Requested Advance Date for the respective Advance and the Maturity Date for such Advance may not be less than the period from the Requested Advance Date (if such date is a Payment Date) or the Payment Date immediately following the Requested Advance Date (if the Requested Advance Date is not a Payment Date) to the next Payment Date; (6) the particular method for the repayment of principal of the respective Advance that the Borrower elects to apply to such Advance from among the three principal repayment methods described in paragraph 8(b) of the Bond; and (76) with respect to each Advance for which the Borrower selects a Maturity Date that will occur on or after the fifth anniversary of the Requested Advance Date specified in the respective Advance Request, the particular prepayment/ refinancing privilege that the Borrower elects to apply to the respective Advance (i.e. either the Market Value Prepayment/Refinancing Privilege described in section 11.2 of this Agreement or the Fixed Premium Prepayment/Refinancing Privilege described in section 11.3 of this Agreement); and (b) shall have been duly executed by an official of the Borrower whose name and signature appear on the Certificate Specifying Authorized Borrower Officials delivered by the Borrower to FFB pursuant to section 3.2.3 of this Agreement; and (c) shall have been received by FFB not later than the third a Business Day before that meets the Requested Advance Date specified advance notice requirements prescribed in such Advance Requestsection 7.3.2(b) of this Agreement.

Appears in 1 contract

Samples: Bond Purchase Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)

Advance Requests. For each Advance, the Borrower shall have delivered to RUSthe Administrator, for review and approval before being forwarded to FFB, an Advance Request, which Advance Request: (a) shall specify, among other things: (1) the particular "Bond “Note Identifier" that FFB assigned to this Bond Note (as provided in section 5.1 of this Agreement); (2) the particular amount of funds that the Borrower requests to be advanced (such amount being the "Requested Advance Amount" for the respective Advance); (3) the particular calendar date that the Borrower requests to be the date on which the respective Advance is to be made (such date being the "Requested Advance Date" for such Advance), which date date: (A) must be a Business Day; and (B) shall not be earlier than the third Business Day to occur after the date on which FFB shall have received the respective Advance Request; (4) the particular bank account to which the Borrower requests that the respective Advance be made; (5) the particular calendar date that the Borrower selects to be the date on which the respective Advance is to mature (such date being the "Maturity Date" for such Advance), which date must meet all of the following criteria: (A) the Maturity Date for the respective Advance must be a "Payment Date" (as that term is defined in paragraph 7 of the Bond); (B) the Maturity Date for the respective Advance may not be a date that will occur after the twentieth anniversary of the Requested Advance Date specified in the respective Advance Request; (C) the Maturity Date for the respective Advance may not be a date that will occur after the particular date specified on page 1 of the Bond as being the "Final Maturity Date"; and (D) the period of time between the Requested Advance Date for the respective Advance and the Maturity Date for such Advance may not be less than the period from the Requested Advance Date (if such date is a Payment Date) or the Payment Date immediately following the Requested Advance Date (if the Requested Advance Date is not a Payment Date) to the next Payment Date; (6) the particular principal repayment method for the repayment of principal of the respective Advance that the Borrower elects to apply to such the respective Advance from among (i.e., either the three principal repayment methods Level Debt Service Payments Method described in paragraph 8(b) section 10.2 of this Agreement or the BondEqual Principal Payments Method described in section 10.3 of this Agreement); and (76) with respect to each Advance for which the Borrower selects a Maturity Date that will occur on or after the fifth anniversary of the Requested Advance Date specified in the respective Advance Request, the particular prepayment/ prepayment/refinancing privilege that the Borrower elects to apply to the respective Advance (i.e. i.e., either the Market Value Prepayment/Refinancing Privilege described in section 11.2 12.2 of this Agreement or the Fixed Premium Par Prepayment/Refinancing Privilege described in section 11.3 12.3 of this Agreement); and (b) shall have been duly executed by an official of the Borrower whose name and signature appear on the Certificate Specifying Authorized Borrower Officials Officials/Incumbency delivered by the Borrower to FFB pursuant to sections 3.2.3, 4.1(c), and 4.2(a), or pursuant to section 3.2.3 13.4, of this Agreement; and (c) shall have been received by FFB not later than the third Business Day before the Requested Advance Date specified in such Advance Request.

Appears in 1 contract

Samples: Note Purchase Agreement (Matson, Inc.)

Advance Requests. For each Advance, the Borrower shall have delivered to RUS, for review and approval before being forwarded to FFB, an Advance Request, which Advance Request: (a) shall specify, among other things: (1) the particular "Bond Identifier" that FFB assigned to this Bond (as provided in section 5.1 of this Agreement; (2) the particular amount of funds that the Borrower requests to be advanced (such amount being the "Requested Advance Amount" for the respective Advance); (3) the particular calendar date that the Borrower requests to be the date on which the respective Advance is to be made (such date being the "Requested Advance Date" for such Advance), which date must be a Business Day; (4) the particular bank account to which the Borrower requests that the respective Advance be made; (5) the particular calendar date that the Borrower selects to be the date on which the respective Advance is to mature (such date being the "Maturity Date" for such Advance), which date must meet all of the following criteria: (A) the Maturity Date for the respective Advance must be a "Payment Date" (as that term is defined in paragraph 7 of the Bond); (B) the Maturity Date for the respective Advance may not be a date that will occur after the twentieth anniversary of the RUS Requested Advance Date specified in the respective Advance Request; (C) the Maturity Date for the respective Advance may not be a date that will occur after the particular date specified on page 1 of the Bond as being the "Final Maturity Date"; and (D) the period of time between the Requested Advance Date for the respective Advance and the Maturity Date for such Advance may not be less than the period from the Requested Advance Date (if such date is a Payment Date) or the Payment Date immediately following the Requested Advance Date (if the Requested Advance Date is not a Payment Date) to the next Payment Date; (6) the particular method for the repayment of principal of the respective Advance that the Borrower elects to apply to such Advance from among the three principal repayment methods described in paragraph 8(b) of the Bond; and (7) with respect to each Advance for which the Borrower selects a Maturity Date that will occur on or after the fifth anniversary of the Requested Advance Date specified in the respective Advance Request, the particular prepayment/ refinancing privilege that the Borrower elects to apply to the respective Advance (i.e. either the Market Value Prepayment/Refinancing Privilege described in section 11.2 of this Agreement or the Fixed Premium Prepayment/Refinancing Privilege described in section 11.3 of this Agreement); and (b) shall have been duly executed by an official of the Borrower whose name and signature appear on the Certificate Specifying Authorized Borrower Officials delivered by the Borrower to FFB pursuant to section 3.2.3 of this Agreement; and (c) shall have been received by FFB not later than the third Business Day before the Requested Advance Date specified in such Advance Request.

Appears in 1 contract

Samples: Bond Purchase Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)

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Advance Requests. For each Advance, the Borrower shall have delivered to RUSthe Secretary, for review and approval before being forwarded to FFB, an Advance Request, which Advance Request: (a) shall specify, among other things: (1) the particular "Bond Note Identifier" that FFB assigned to this Bond Note (as provided in section 5.1 of this Agreement; (2) the particular amount of funds that the Borrower requests to be advanced (such amount being the "Requested Advance Amount" for the respective Advance); (3) the particular calendar date that the Borrower requests to be the date on which the respective Advance is to be made (such date being the "Requested Advance Date" for such Advance), which date date: (A) must be a Business Day; and (B) shall not be earlier than the third Business Day to occur after the date on which FFB shall have received the respective Advance Request; (4) the particular bank account or accounts to which the Borrower requests that the respective Advance be made; (5) the particular calendar date that the Borrower selects to be the date on which the respective Advance is to mature (such date being the "Maturity Date" for such Advance), which date must meet all of the following criteria: (A) the Maturity Date for the respective Advance must be a "Payment Date" (as that term is defined in paragraph 7 of the BondNote);; and (B) the Maturity Date for the respective Advance may not be a date that will occur after the twentieth anniversary of the Requested Advance Date specified in the respective Advance Request; (C) the Maturity Date for the respective Advance may not be a date that will occur after the particular date specified on page 1 of the Bond Note as being the "Final Maturity Date"; and (DC) the period of time between the Requested Advance Date for the respective Advance and the Maturity Date for such Advance may not be less than the period from the Requested Advance Date (if such date is a Payment Date) or the Payment Date immediately following the Requested Advance Date (if the Requested Advance Date is not a Payment Date) to the next Payment Date; (6) the particular method for the repayment of principal of the respective Advance that the Borrower elects to apply to such Advance from among the three principal repayment methods described in paragraph 8(b) of the Bond; and (7) with respect to each Advance for which the Borrower selects a Maturity Date that will occur on or after the fifth anniversary of the Requested Advance Date specified in the respective Advance Request, the particular prepayment/ refinancing privilege that the Borrower elects to apply to the respective Advance (i.e. either the Market Value Prepayment/Refinancing Privilege described in section 11.2 of this Agreement or the Fixed Premium Prepayment/Refinancing Privilege described in section 11.3 of this Agreement)90 days; and (b) shall have been duly executed by an official of the Borrower individual whose name and signature appear on the Certificate Specifying Authorized Borrower Officials delivered by the Borrower to FFB pursuant to section 3.2.3 of this Agreement; and (c) shall have been received by FFB not later than the third Business Day before the Requested Advance Date specified in such Advance Request.the

Appears in 1 contract

Samples: Note Purchase Agreement (Georgia Power Co)

Advance Requests. For each AdvanceExcept as otherwise provided herein, the Borrower shall have delivered may from time to RUStime prior to the Revolving Line Expiration Date request the Bank to make Revolving Line Advances, for review and approval before being forwarded or renew or convert the Interest Rate Option applicable to FFBexisting Revolving Line Borrowing Tranches pursuant to Section 4.2, an Advance Requestby delivering to the Bank, which Advance Request: not later than 10:00 a.m., State College, Pennsylvania time, (ai) shall specify, among other things: (1) the particular "Bond Identifier" that FFB assigned to this Bond (as provided in section 5.1 of this Agreement; (2) the particular amount of funds that the Borrower requests to be advanced (such amount being the "Requested Advance Amount" for the respective Advance); (three ( 3) the particular calendar date that the Borrower requests Business Days prior to be the date on which the respective Advance is to be made (such date being the "Requested Advance Date" for such Advance), which date must be a Business Day; (4) the particular bank account to which the Borrower requests that the respective Advance be made; (5) the particular calendar date that the Borrower selects to be the date on which the respective Advance is to mature (such date being the "Maturity Date" for such Advance), which date must meet all of the following criteria: (A) the Maturity proposed Borrowing Date for with respect to the respective Advance must be a "Payment Date" (as that term is defined in paragraph 7 making of Revolving Line Advances to which the Bond); Euro-Rate Option applies or (B) the Maturity Date for the respective Advance may not be a date that will occur after the twentieth anniversary end of the Requested Advance Date specified current Interest Period in the respective Advance Request; (C) the Maturity Date for the respective Advance may not be a date that will occur after the particular date specified on page 1 case of the Bond as being the "Final Maturity Date"; and (D) the period of time between the Requested Advance Date for the respective Advance and the Maturity Date for such Advance may not be less than the period from the Requested Advance Date (if such date is a Payment Date) conversion to or the Payment Date immediately following the Requested Advance Date (if the Requested Advance Date is not a Payment Date) to the next Payment Date; (6) the particular method for the repayment of principal renewal of the respective Advance that Euro-Rate Option for any Borrowing Tranches, (ii) on the Borrower elects same or one (1) Business Day prior to apply to such Advance from among either the three principal repayment methods described in paragraph 8(b) of the Bond; and (7) proposed Borrowing Date with respect to each the making of a Revolving Line Advance to which the Base Rate Option applies or the last day of the preceding Interest Period with respect to the conversion to the Base Rate Option for any Borrowing Tranche, or (iii) three (3) (1) Business Days prior to (A) the proposed Borrowing Date with respect to the making of Revolving Line Advances for which Borrower seeks the Borrower selects a Maturity Date that will occur on Offered Rate Option or after (B) the fifth anniversary end of the Requested Advance Date specified current Interest Period in the respective Advance case of conversion to or the renewal of the Offered Rate Option for any Borrowing Tranches, of a duly completed request therefor substantially in the form of Exhibit C or a request by telephone immediately confirmed in writing by letter, facsimile or telex in such for (each, a "Loan Request"), the particular prepayment/ refinancing privilege it being understood that the Borrower elects to Bank may rely on the authority of any individual making such a telephonic request without the necessity of receipt of such written confirmation. Each Loan Request shall be irrevocable and shall specify (i) the proposed Borrowing Date; (ii) the aggregate amount of the proposed Revolving Line Advance comprising each Borrowing Tranche; (iii) whether the EuroRate Option or Base Rate Option shall apply to the respective proposed Revolving Line Advance comprising the applicable Borrowing Tranche, or whether Borrower is requesting a rate quote from Bank with respect to an Offered Rate Option; and (i.e. either iv) in the Market Value Prepayment/Refinancing Privilege described in section 11.2 case of this Agreement a Borrowing Tranche to which the Euro-Rate Option or the Fixed Premium Prepayment/Refinancing Privilege described in section 11.3 of this Agreement); and (b) shall have been duly executed by Offered Rate Option applies, an official of appropriate Interest Period for the Borrower whose name and signature appear on the Certificate Specifying Authorized Borrower Officials delivered by the Borrower to FFB pursuant to section 3.2.3 of this Agreement; and (c) shall have been received by FFB not later than the third Business Day before the Requested Revolving Line Advance Date specified in comprising such Advance RequestBorrowing Tranche.

Appears in 1 contract

Samples: Credit Agreement (Aquapenn Spring Water Company Inc)

Advance Requests. For each Advance, the Borrower shall have delivered to RUSthe Secretary, for review and approval before being forwarded to FFB, an Advance Request, which Advance Request: (a) shall specify, among other things: (1) the particular "Bond Note Identifier" that FFB assigned to this Bond Note (as provided in section 5.1 of this Agreement; (2) the particular amount of funds that the Borrower requests to be advanced (such amount being the "Requested Advance Amount" for the respective Advance); (3) the particular calendar date that the Borrower requests to be the date on which the respective Advance is to be made (such date being the "Requested Advance Date" for such Advance), which date date: (A) must be a Business Day; and (B) shall not be earlier than the third Business Day to occur after the date on which FFB shall have received the respective Advance Request; (4) the particular bank account or accounts to which the Borrower requests that the respective Advance be made; (5) the particular calendar date that the Borrower selects to be the date on which the respective Advance is to mature (such date being the "Maturity Date" for such Advance), which date must meet all of the following criteria: (A) the Maturity Date for the respective Advance must be a "Payment Date" (as that term is defined in paragraph 7 of the BondNote);; and (B) the Maturity Date for the respective Advance may not be a date that will occur after the twentieth anniversary of the Requested Advance Date specified in the respective Advance Request; (C) the Maturity Date for the respective Advance may not be a date that will occur after the particular date specified on page 1 of the Bond Note as being the "Final Maturity Date"; and (DC) the period of time between the Requested Advance Date for the respective Advance and the Maturity Date for such Advance may not be less than the period from the Requested Advance Date (if such date is a Payment Date) or the Payment Date immediately following the Requested Advance Date (if the Requested Advance Date is not a Payment Date) to the next Payment Date; (6) the particular method for the repayment of principal of the respective Advance that the Borrower elects to apply to such Advance from among the three principal repayment methods described in paragraph 8(b) of the Bond; and (7) with respect to each Advance for which the Borrower selects a Maturity Date that will occur on or after the fifth anniversary of the Requested Advance Date specified in the respective Advance Request, the particular prepayment/ refinancing privilege that the Borrower elects to apply to the respective Advance (i.e. either the Market Value Prepayment/Refinancing Privilege described in section 11.2 of this Agreement or the Fixed Premium Prepayment/Refinancing Privilege described in section 11.3 of this Agreement)90 days; and (b) shall have been duly executed by an official of the Borrower individual whose name and signature appear on the Certificate Specifying Authorized Borrower Officials Signatories delivered by the Borrower to FFB pursuant to section 3.2.3 4.1(c) or section 11.4 of this Agreement; and (c) shall have been received by FFB not later than the third specified number of Business Day Days in section 7.4(b) hereof before the Requested Advance Date specified in such Advance Request.

Appears in 1 contract

Samples: Note Purchase Agreement (Georgia Power Co)

Advance Requests. For each AdvanceIn the event the Borrower desires to borrow any Money Market Rate Loan, the Borrower may request by telephone (a "Rate Request") that the Agent on any Business Day give the Borrower a firm quotation of the Money Market Rate Loan which would be applicable to a Money Market Rate Loan to be made on such day for an Interest Period commencing on the date of such Rate Request. Each Rate Request shall (a) specify the aggregate principal amount of the Money Market Rate Loan to which such rate quotation would apply (which shall be in integral multiples of $100,000), (b) the Interest Period being requested for such Money Market Rate Loan and (c) be received by the Agent not later than 11:00 a.m., Boston time, on such day. At or before 12:00 noon, Boston time, the Agent shall notify the Borrower by telephone, telex or telecopier of the Money Market Rate which would apply to such Money Market Rate Loan; provided, however, that the Agent may, in its sole and absolute discretion, decline to give any such quotation. Such rate quotation shall remain in effect for one hour on such day. If the Borrower wishes to accept the rate quotation from the Agent, and thereby request such Money Market Rate Loan, the Borrower shall have delivered to RUSgive the Agent written notice of acceptance (a "M/M Rate Acceptance"), for review no later than the expiration of such one hour period. Each M/M Rate Acceptance may be given by telex or telecopier (confirmed by letter), and approval before being forwarded to FFB, an shall confirm the Borrower's acceptance of such rate quotation and the aggregate principal amount of the Money Market Rate Loan requested. Each Advance Request, which Advance Request:Request made by the Borrower shall (a) shall specify, among other things: (1) obligate the particular "Bond Identifier" that FFB assigned Borrower to this Bond (as provided in section 5.1 of this Agreement; (2) borrow the particular principal amount of funds that the Borrower requests to be advanced (such amount being the "Requested Advance Amount" for the respective Advance); (3) the particular calendar date that the Borrower requests to be the date on which the respective Advance is to be made (such date being the "Requested Advance Date" for such Advance), which date must be a Business Day; (4) the particular bank account to which the Borrower requests that the respective Advance be made; (5) the particular calendar date that the Borrower selects to be the date on which the respective Advance is to mature (such date being the "Maturity Date" for such Advance), which date must meet all of the following criteria: (A) the Maturity Date for the respective Advance must be a "Payment Date" (as that term is defined in paragraph 7 of the Bond); (B) the Maturity Date for the respective Advance may not be a date that will occur after the twentieth anniversary of the Requested Advance Date specified in the respective Advance Request; (C) the Maturity Date for the respective Advance may not be a date that will occur after the particular date specified on page 1 of the Bond as being the "Final Maturity Date"; and (D) the period of time between the Requested Advance Date for the respective Advance and the Maturity Date for such Advance may not be less than the period from the Requested Advance Date (if such date is a Payment Date) or the Payment Date immediately following the Requested Advance Date (if the Requested Advance Date is not a Payment Date) to the next Payment Date; (6) the particular method for the repayment of principal of the respective Advance that the Borrower elects to apply to such Advance from among the three principal repayment methods described in paragraph 8(b) of the Bond; and (7) with respect to each Advance for which the Borrower selects a Maturity Date that will occur on or after the fifth anniversary of the Requested Advance Date specified in the respective Advance Request, the particular prepayment/ refinancing privilege that the Borrower elects to apply to the respective Advance (i.e. either the Money Market Value Prepayment/Refinancing Privilege described in section 11.2 of this Agreement or the Fixed Premium Prepayment/Refinancing Privilege described in section 11.3 of this Agreement)Rate Loan requested thereby; and (b) shall have been duly executed by an official of the Borrower whose name constitute a representation and signature appear on the Certificate Specifying Authorized Borrower Officials delivered warranty by the Borrower to FFB pursuant to section 3.2.3 the Agent that all of this Agreement; and (c) shall the conditions set forth in Section 11 and Section 12 hereof have been received satisfied. written notification from the Borrower in the form of a certificate executed by FFB not later than the third Business Day before Secretary of the Requested Advance Date specified in Borrower and delivered to the Agent that such Advance Requestofficer or agent, as the case may be, is no longer authorized by the Borrower to give such notice.

Appears in 1 contract

Samples: Revolving Credit Agreement (Cabot Microelectronics Corp)

Advance Requests. For each In the event the Borrower desires to borrow any M/M Rate Advance, the Borrower may request by telephone (a "Rate Request") that the Bank on any Business Day give the Borrower a firm quotation of the Money Market Rate which would be applicable to a M/M Rate Advance to be made on such day for an Interest Period commencing on the date of such Rate Request. Each Rate Request shall (a) specify the aggregate principal amount of the M/M Rate Advance to which such rate quotation would apply (which shall be in integral multiples of $100,000), (b) the Interest Period being requested for such M/M Rate Advance and (c) be received by the Bank not later than 11:00 a.m., Boston time, on such day. At or before 12:00 noon, Boston time, the Bank shall notify the Borrower by telephone, telex or telecopier of the Money Market Rate which would apply to such M/M Rate Advance; PROVIDED, HOWEVER, that the Bank may, in its sole and absolute discretion, decline to give any such quotation. Such rate quotation shall remain in effect for one hour on such day. If the Borrower wishes to accept the rate quotation from the Bank, and thereby request such M/M Rate Advance, the Borrower shall have delivered to RUSgive the Bank written notice of acceptance (a "M/M Rate Acceptance"), for review no later than the expiration of such one hour period. Each M/M Rate Acceptance may be given by telex or telecopier (confirmed by letter), and approval before being forwarded to FFB, an shall confirm the Borrower's acceptance of such rate quotation and the aggregate principal amount of the M/M Rate Advance Request, which requested. Each Advance Request:Request made by the Borrower shall (a) shall specify, among other things: (1) obligate the particular "Bond Identifier" that FFB assigned Borrower to this Bond (as provided in section 5.1 of this Agreement; (2) borrow the particular principal amount of funds that the Borrower requests to be advanced (such amount being the "Requested M/M Rate Advance Amount" for the respective Advance); (3) the particular calendar date that the Borrower requests to be the date on which the respective Advance is to be made (such date being the "Requested Advance Date" for such Advance), which date must be a Business Day; (4) the particular bank account to which the Borrower requests that the respective Advance be made; (5) the particular calendar date that the Borrower selects to be the date on which the respective Advance is to mature (such date being the "Maturity Date" for such Advance), which date must meet all of the following criteria: (A) the Maturity Date for the respective Advance must be a "Payment Date" (as that term is defined in paragraph 7 of the Bond); (B) the Maturity Date for the respective Advance may not be a date that will occur after the twentieth anniversary of the Requested Advance Date specified in the respective Advance Request; (C) the Maturity Date for the respective Advance may not be a date that will occur after the particular date specified on page 1 of the Bond as being the "Final Maturity Date"; and (D) the period of time between the Requested Advance Date for the respective Advance and the Maturity Date for such Advance may not be less than the period from the Requested Advance Date (if such date is a Payment Date) or the Payment Date immediately following the Requested Advance Date (if the Requested Advance Date is not a Payment Date) to the next Payment Date; (6) the particular method for the repayment of principal of the respective Advance that the Borrower elects to apply to such Advance from among the three principal repayment methods described in paragraph 8(b) of the Bond; and (7) with respect to each Advance for which the Borrower selects a Maturity Date that will occur on or after the fifth anniversary of the Requested Advance Date specified in the respective Advance Request, the particular prepayment/ refinancing privilege that the Borrower elects to apply to the respective Advance (i.e. either the Market Value Prepayment/Refinancing Privilege described in section 11.2 of this Agreement or the Fixed Premium Prepayment/Refinancing Privilege described in section 11.3 of this Agreement)requested thereby; and (b) shall have been duly executed by an official of the Borrower whose name constitute a representation and signature appear on the Certificate Specifying Authorized Borrower Officials delivered warranty by the Borrower to FFB pursuant the Bank that (i) the M/M Rate Advance requested thereby (A) is permitted under the Borrower's 4 -4- Articles of Organization and by-laws, in each case as then in effect (B) will not, when made, cause the aggregate indebtedness of the Borrower hereunder to section 3.2.3 exceed the Maximum Amount then in effect, and (C) will be used by the Borrower only in accordance with the provisions of this Agreement; [SEC]3.7 hereof, and (ii) all of the representations and warranties of the Borrower contained in [SEC]4 hereof are true and correct on and as of the date of such Advance Request (and (c, if applicable, M/M Rate Acceptance) and the date of such M/M Rate Advance as though made on and as of such dates. An Advance Request made by the Borrower shall be valid if given by an officer or other agent of the Borrower identified as being an officer or agent authorized by the Borrower to give such notices in a certificate executed by the Clerk or Assistant Clerk of the Borrower and delivered to the Bank. The Bank is authorized to accept any telephonic Advance Requests or Rate Requests if, in good faith, it believes them to have been given by such an authorized person, and the Borrower shall be obligated to borrow the amount of the M/M Rate Advance requested thereby and repay all such M/M Rate Advances made by the Bank. Any Advance Request or Rate Request made by an officer or other agent of the Borrower identified as being an officer or agent authorized by the Borrower shall be binding upon the Borrower until such time as the Bank has received written notification from the Borrower in the form of a certificate executed by FFB not later than the third Business Day before Clerk or Assistant Clerk of the Requested Advance Date specified in Borrower and delivered to the Bank that such Advance Request.officer or agent, as the case may be, is no longer authorized by the Borrower to give such notices

Appears in 1 contract

Samples: Credit Line Agreement (Dynatech Corp)

Advance Requests. For each Advance, the The Borrower shall have delivered if it wishes to RUS, for review and approval before being forwarded to FFB, obtain an Advance Requestunder the Credit Facility, which or to convert an existing Advance Request:under the Credit Facility to another Advance under the Credit Facility, shall deliver to the Lender an Advance Request in writing, substantially in the form of Schedule 1 hereto, in respect of such Advance not later than 11:00 a.m. (Toronto, Ontario time): (a) shall specifyin the case of any Advance by way of LIBOR Loan or BA Advance, among other things: (1) three Business Days prior to the particular "Bond Identifier" that FFB assigned to this Bond (as provided in section 5.1 proposed date of this Agreement; (2) the particular amount of funds that the Borrower requests to be advanced (such amount being the "Requested Advance Amount" for the respective Advance); (3) the particular calendar date that the Borrower requests to be the date on which the respective Advance is to be made (such date being the "Requested Advance Date" for such Advance), which date must be a Business Day; (4) the particular bank account to which the Borrower requests that the respective Advance be made; (5) the particular calendar date that the Borrower selects to be the date on which the respective Advance is to mature (such date being the "Maturity Date" for such Advance), which date must meet all of the following criteria: (A) the Maturity Date for the respective Advance must be a "Payment Date" (as that term is defined in paragraph 7 of the Bond); (B) the Maturity Date for the respective Advance may not be a date that will occur after the twentieth anniversary of the Requested Advance Date specified in the respective Advance Request; (C) the Maturity Date for the respective Advance may not be a date that will occur after the particular date specified on page 1 of the Bond as being the "Final Maturity Date"; and (D) the period of time between the Requested Advance Date for the respective Advance and the Maturity Date for such Advance may not be less than the period from the Requested Advance Date (if such date is a Payment Date) or the Payment Date immediately following the Requested Advance Date (if the Requested Advance Date is not a Payment Date) to the next Payment Date; (6) the particular method for the repayment of principal of the respective Advance that the Borrower elects to apply to such Advance from among the three principal repayment methods described in paragraph 8(b) of the Bond; and (7) with respect to each Advance for which the Borrower selects a Maturity Date that will occur on or after the fifth anniversary of the Requested Advance Date specified in the respective Advance Request, the particular prepayment/ refinancing privilege that the Borrower elects to apply to the respective Advance (i.e. either the Market Value Prepayment/Refinancing Privilege described in section 11.2 of this Agreement or the Fixed Premium Prepayment/Refinancing Privilege described in section 11.3 of this Agreement); and (b) shall have been duly executed in the case of any aggregate Advance by an official way of Prime Rate Loan or U.S. Base Rate Loan of Cdn. $10,000,000 or more, three Business Days prior to the Borrower whose name and signature appear on the Certificate Specifying Authorized Borrower Officials delivered by the Borrower to FFB pursuant to section 3.2.3 proposed date of this Agreementsuch Advance; and (c) in the case of any other Advance, one Business Day prior to the proposed date of such Advance, except that in the case of any Prime Rate Loan or U.S. Base Rate Loan of $10,000,000 or less requested by a Borrower by way of overdraft in any of its accounts with the Lender, the Borrower shall use its best efforts to deliver to the Lender in a reasonably timely manner (which may be on the proposed date of such Advance) an Advance Request by telephone or telecopy notice (or such other method of notification as may be agreed upon between the Lender and the Borrower), provided that the Lender shall have been no obligation to advance such Advance unless the Lender has received by FFB not later than at least one hour prior to the third time of the advance of such Advance an Advance Request in writing, substantially in the form of Schedule 1 hereto, in respect of such Advance, specifying the date of the Advance, which date shall be a Business Day before in respect of such Advance, the Requested Type of Advance, the aggregate amount thereof and (in the case of a BA Advance) the term or terms to maturity of the requested Bankers' Acceptances or (in the case of a LIBOR Loan) the requested LIBOR Period. Any such Advance Date Request, once delivered by the Borrower to the Lender, shall be binding, and (subject to the conditions precedent provided for herein conditioning the Borrower's right to obtain the requested, or any, Advance), the Borrower shall be obligated to take the requested Advance on the date specified in such Advance Request. The Lender may rely and act upon, and shall incur no liability under or in respect of this Agreement by in good faith relying or acting upon, any Advance Request under this Section 2.5 given by telephone or telecopier (or other method of notification as may be agreed upon between the Lender and the Borrower) believed by the Lender to be genuine (without any verification inquiries) and to be signed or sent or given on behalf of the Borrower or by acting upon any representation or warranty of the Borrower made or deemed to be made hereunder by reason of or as a result of such Advance Request.

Appears in 1 contract

Samples: Credit Agreement (Hub International LTD)

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