Borrowing Mechanics. Loans made on any Funding Date (other than Working Capital Loans deemed made pursuant to a request by Swing Line Lender pursuant to subsection 2.1A(iv) for the purpose of repaying any Refunded Swing Line Loans or Working Capital Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it ("LC REFUNDING LOANS")) shall be in an aggregate minimum amount of $1,000,000 and multiples of $100,000 in excess of that amount. Swing Line Loans made on any Funding Date shall be in an aggregate minimum amount of $250,000 and multiples of $10,000 in excess of that amount. Whenever Company desires that Lenders make Loans (other than Swing Line Loans or LC Refunding Loans) it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago time) at least three Business Days in advance of the proposed Funding Date (in the case of a Eurodollar Rate Loan, other than Eurodollar Loans to be made on the Closing Date or the Merger Date, if the Merger Date occurs on or prior to three Business Days after the Closing Date) or 12:00 Noon (Chicago time) on the proposed Funding Date (in the case of a Base Rate Loan). Whenever Company desires that Swing Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent a Notice of Borrowing no later than 12:00 Noon (Chicago time) on the proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the amount and type of Loans requested, (iii) in the case of Swing Line Loans, that such Loans shall be Base Rate Loans, (iv) in the case of any other Loans, whether such Loans shall be Base Rate Loans or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made as Eurodollar Rate Loans, the initial Interest Period requested therefor. Term Loans and Working Capital Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; PROVIDED that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Administrative Agent on or before the applicable Funding Date. Any Loans made on the Closing Date and on the Merger Date (if the Merger Date occu...
Borrowing Mechanics. (i) Each Loan shall be made as part of a Borrowing consisting of Loans of the same Type made by the Lenders proportionately to their respective Pro Rata Shares. At the time each Borrowing is made, such Borrowing shall be in an aggregate minimum amount of $5,000,000 or an integral multiple of $1,000,000 in excess of that amount; provided that a Base Rate Borrowing may be in an aggregate amount that is equal to the entire unused balance of the aggregate Commitments in effect at such time.
(ii) To request a Borrowing, the Borrower shall deliver to the Administrative Agent a fully completed and executed Funding Notice (A) in the case of a Eurodollar Rate Borrowing, not later than 12:00 p.m. (New York City time) three Business Days before the proposed Credit Date or (B) in the case of a Base Rate Borrowing, not later than 12:00 p.m. (New York City time) on the proposed Credit Date. In lieu of delivering a Funding Notice, the Borrower may give the Administrative Agent telephonic notice by the required time of any proposed Borrowing; provided that such telephonic notice shall be promptly confirmed in writing by delivery of a fully completed and executed Funding Notice to the Administrative Agent on or before the close of business on the date that such telephonic notice is given. In the event of any discrepancy between the telephonic notice and the written Funding Notice, the written Funding Notice shall govern. Promptly upon receipt by the Administrative Agent of a Funding Notice in accordance with this paragraph, the Administrative Agent shall notify each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.
(iii) Each Lender shall make the principal amount of each Loan required to be made by it hereunder on any Credit Date available to the Administrative Agent not later than (i) 2:00 p.m. (New York City time) on such Credit Date if the Funding Notice for the applicable Borrowing is delivered less than one Business Day prior to such Credit Date and (ii) 12:00 p.m. (New York City time) on such Credit Date if the Funding Notice for the applicable Borrowing is delivered at least one Business Day prior to the Credit Date, in each case by wire transfer of same day funds in Dollars to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the Borrower by promptly remitting the amounts so re...
Borrowing Mechanics. (a) Subject to Section 1.03(b), Borrowings shall be made on notice from either Borrower to the Payments Administrator, given not later than 2:00 P.M. New York City time on the first Business Day prior to the date on which any proposed Borrowing consisting of Base Rate Loans is requested to be made and on the third Business Day prior to the date on which any proposed Borrowing consisting of Eurodollar Loans is requested to be made.
(i) Each Notice of Borrowing shall be given by either telephone, telecopy, telex, facsimile or cable, and, if by telephone, confirmed in writing, substantially in the form of Exhibit A (the "Notice of Borrowing"). Each Notice of Borrowing shall (x) be irrevocable by and binding on the applicable Borrower and (y) be executed by an Authorized Officer who shall certify that, to the best of such officer's knowledge and without personal liability (a) the proposed extension of credit and its intended use are consistent with the terms of the DIP Credit Documents and the Budget and is necessary, after utilization and application of available cash, in order to satisfy the obligations of the Borrowers and the Subsidiary Guarantors in the ordinary course of business or as otherwise permitted under this Agreement, (b) unless the Borrowing is incurred in order to repay Unpaid Drawings pursuant to Section 2.04(a), the Borrowers and the Subsidiary Guarantors have observed or performed all of their covenants and other agreements and have satisfied in all material respects every condition contained in the DIP Credit Documents and the Orders (as applicable) to be observed, performed or satisfied by the Borrowers or such Subsidiary Guarantors and (c) such officer has no knowledge of any Default or Event of Default.
(ii) The Borrowers shall provide the Payments Administrator with a specimen signature of each of the Authorized Officers, who shall be the sole Persons authorized to request Revolving Loans on behalf of the Borrowers. The Payments Administrator shall be entitled to rely conclusively on such Authorized Officers' authority to request Revolving Loans on behalf of the Borrowers until the Payments Administrator receives written notice to the contrary. The Payments Administrator shall have no duty to verify the authenticity of the signature appearing on any Notice of Borrowing and, with respect to an oral request for Revolving Loans, the Payments Administrator, acting in good faith, shall have no duty to verify the identity of any individual r...
Borrowing Mechanics. (a) The Term Loan shall be made in dollars. Subject to Section 2.08, the Term Loan (or any portion thereof) may be comprised of Prime Rate Borrowings or Eurodollar Borrowings as the Borrower may request in accordance herewith; provided that there shall not at any time be more than a total of ten Eurodollar Borrowings outstanding.
(b) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Eurodollar Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
Borrowing Mechanics. The Loan made on the Closing Date shall be in an amount equal to Thirty Million Dollars ($30,000,000). Borrower shall deliver to the Initial Lender a duly executed Notice of Borrowing no later than 1:00 P.M. (New York, New York time) at least one (1) Business Day in advance of the Closing Date. In lieu of delivering a Notice of Borrowing, Borrower may give Lender telephonic notice by the required time of the proposed borrowing on the Closing Date; provided that such notice shall be promptly confirmed in writing by delivery of a duly executed Notice of Borrowing to Lender on or before the Closing Date. Initial Lender acknowledges receipt of telephonic notice of the proposed borrowing on the Closing Date by the required time. The Initial Lender shall not incur any liability to Borrower in acting upon any telephonic notice referred to above that the Initial Lender believes in good faith to have been given by an Officer or other person authorized to borrow on behalf of Borrower or for otherwise acting in good faith under this Section 2.1B, and upon funding of the Loan by the Initial Lender in accordance with this Agreement pursuant to any such telephonic notice, Borrower shall have effected the Loan hereunder. Borrower shall notify the Initial Lender prior to the funding of the Loan in the event that any of the matters to which Borrower is required to certify in the Notice of Borrowing is no longer true and correct as of the Closing Date, and the acceptance by Borrower of the proceeds of any Loans shall constitute a re-certification by Borrower, as of the Closing Date, as to the matters to which Borrower is required to certify in the applicable Notice of Borrowing.
Borrowing Mechanics. (1) LIBOR Loans made on any Funding Date shall be in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of such amount.
(2) On any day when any Borrower desires an advance under this subsection 2.1, Borrower Representative shall give Lender telephonic notice of the proposed borrowing by 11:00 a.m. New York City time on the Funding Date of a Base Rate Loan and three (3) Business Days in advance of the Funding Date of a LIBOR Loan, which notice shall also specify the proposed Funding Date (which shall be a Business Day), whether such Loans shall consist of Base Rate Loans or LIBOR Loans, and for LIBOR Loans the Interest Period applicable thereto, and the name(s) of Borrower(s) on whose behalf such Loans are being requested. Any such telephonic notice shall be confirmed in writing on the same day by delivery by one or more of the Borrower Representatives of a Notice of Borrowing in the form of Exhibit D annexed hereto (a "Notice of Borrowing"). Lender shall not incur any liability to any Borrower for acting upon any telephonic notice Lender believes in good faith to have been given by a duly authorized officer or other Person authorized to convey such notice on behalf of a Borrower or for otherwise acting in good faith under this subsection 2.1(C). Lender shall not be obligated to make any advance pursuant to any telephonic notice unless it has also received the most recent Borrowing Base Certificate and all other documents required under subsection 5.1 by 11:00 a.m. New York City time. Each Revolving Advance shall be deposited by wire transfer in immediately available funds in a Borrower's operating account with Dime as Borrower Representative may from time to time designate to Lender in writing. The becoming due of any amount required to be paid under this Agreement or any of the other Loan Documents, whether principal, accrued interest or fees, shall be deemed irrevocably to be a request by Borrowers or Borrower Representative for a Base Rate Revolving Loan on the due date of, and in the amount required to pay, such principal, accrued interest and fees, and the proceeds of each such Revolving Advance if made by Lender shall be disbursed by Lender by way of direct payment of the relevant obligation.
Borrowing Mechanics. Company shall deliver to Administrative Agent a Notice of Borrowing no later than 10:00 A.M. (New York City time) at least one Business Days in advance of the proposed Closing Date. The Notice of Borrowing shall specify (i) the proposed Closing Date (which shall be a Business Day) and (ii) the amount of Loans requested. Loans may be continued as or converted into Base Rate Loans and Eurodollar Rate Loans in the manner provided in subsection 2.6. In lieu of delivering the above-described Notice of Borrowing, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing under this subsection 2.1B; provided that such notice shall be promptly confirmed in writing by delivery of a Notice of Borrowing to Paying Agent on or before the Closing Date. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent reasonably believes to have been given by a duly authorized officer or other person authorized to borrow on behalf of Company or for otherwise acting in good faith under this subsection 2.1B, and upon funding of Loans by Lenders in accordance with this Agreement pursuant to any such telephonic notice Company shall have effected Loans hereunder. Except as otherwise provided in subsection 2.6, a Notice of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith.
Borrowing Mechanics. Loans made on any Funding Date (other than Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, and Swing Line Loans which shall be governed by the provisions of subsection 2.10), shall be in an aggregate minimum amount of (y) $15,000,000 and integral multiples of $5,000,000 in excess of that amount in the case of Term Loans and (z) $1,000,000 and integral multiples of $500,000 in the case of Revolving Loans; it being understood that each amount set forth in the foregoing clauses (x) and (y) shall apply to the requested aggregate amount of all TLF I Loans, TLF II Loans or Revolving Loans, as applicable, to be made on such Funding Date (calculated using the Dollar Equivalent (based on the applicable Closing FX Rates) in the case of Loans denominated in HK Dollars and Patacas). Whenever the Borrower desires that the Lenders make Term Loans or Project Cost Revolving Loans (other than (i) Revolving Loans made pursuant to subsection 3.3B for the purpose of reimbursing any Issuing Lender for the amount of a drawing under a Letter of Credit issued by it, and (ii) Swing Line Loans which shall be governed by the provisions of subsection 2.10), the Borrower shall deliver to the Administrative Agent a Borrowing Notice; provided, that, (x) other than in the case of the Initial Borrowing Date, the Borrower may not deliver any Borrowing Notice except on or after the date all conditions set forth in Section 4.1 have been satisfied and (y) in the case of the Initial Borrowing Date, the Borrower shall have satisfied all conditions set forth in Section 4.1B no later than three (3) Business Days prior to the date that is proposed to be the Initial Borrowing Date. Each such Borrowing Notice must be received by the Administrative Agent prior to 3:00 p.m., Eastern time, at least five Business Days prior to the requested Funding Date and must specify (i) the amount and type of Project Cost Term Loans, Non-Project Cost Term Loans, or Project Cost Revolving Loans, as the case may be, to be borrowed, (ii) the requested Funding Date and (iii) in the case of Eurodollar Rate Loans and in the case of the HIBOR Rate Loans, the length of the initial Interest Period therefor. Each relevant Lender will make the amount of its share of each borrowing as is required hereunder and under the Depository Agreement available to the Administrative Agent in immediately available Dollars, ...
Borrowing Mechanics. When Debtor desires a Credit Extension, Debtor will notify Secured Party by facsimile or electronic mail (or by telephone, provided that such telephonic notice shall be promptly confirmed in writing). Each Credit Extension shall be in an amount greater than or equal to $250,000 or such lesser amount as may be agreed to by Secured Party in its sole discretion. Secured Party shall make Credit Extensions for costs associated with the purchase of the equipment listed on Schedule 1 attached hereto and incorporated herein or other equipment identified by Debtor from time to time by wire transfer to such account as specified by Debtor at such time as Debtor has complied to the satisfaction of the Secured Party with the conditions precedent set forth in Section 1(b) below.
Borrowing Mechanics. No Loan shall be made hereunder unless each and all of the following conditions precedent have been complied with:
(a) not less than two (2) Business Days before the proposed date of the making of such Loan, the Borrower shall have irrevocably requested to the Lender, by means of the Confirmation, the making of the respective Loan. The execution of the Confirmation by the Borrower shall be considered an irrevocable offer by the Borrower to borrow the amount specified in such Confirmation on the date stated therein;
(b) the Lender shall have agreed to make such Loan, by the execution and return to the Borrower of the Confirmation;
(c) any loans made by the Lender to Compañía Argentina de Granos S.A. prior to the Execution Date have been repaid to the Lender in full;
(d) any financing statements to be made in accordance with the terms of the Assignment Agreement related to such Loan have been duly filed, including without limitation a UCC-1 financing statement, in form and substance satisfactory to the Lender, duly filed in the appropriate registry in Washington, D.C., United States of America;
(e) the Lender shall have received such other documents as it may reasonably request;
(f) both immediately prior to the making of such Loan and after giving effect thereto and to the intended use of the proceeds thereof (i) no Event of Default, and no event which with notice or lapse of time or both would become an Event of Default, shall have occurred and be continuing, and (ii) the representations and warranties made by the Borrower in Section 8 shall be true and complete on and as of the date of the making of such Loan with the same force and effect as if made on and as of such date;
(g) there shall have been no Material Adverse Change;
(h) the Lender shall have received from the Borrower a sworn statement, substantially in the form of Exhibit C hereto, duly executed and completed, through which the Borrower shall represent and warrant to the Lender that it has authorized and entered into a Qualifying Export Agreement, and that it shall exclusively allocate such Qualifying Export Agreement for the benefit of ING to the repayment of the requested Loan (the “Sworn Statement”);
(i) the Lender shall have received a promissory note (xxxxxx) (hereinafter, “Promissory Note”), each substantially in the form of Exhibit B hereto, duly executed and completed by the Borrower evidencing the principal amount and interest of such Loan;
(j) the Lender shall have received from the ...
