Borrowing Procedure for Loans. (a) In order to effect a Borrowing(s), the Borrower shall submit a Borrowing Request in writing or by telecopy (or telephone notice promptly confirmed in writing or by telecopy) to the Agent, (i) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York, New York time, two (2) Business Days before the Borrowing Date specified in the Borrowing Request for such proposed Eurodollar Borrowing(s) and (ii) in the case of a Base Rate Borrowing, not later than 12:00 noon, New York, New York time, on the Borrowing Date specified in the Borrowing Request for such proposed Base Rate Borrowing. Such Borrowing Request shall be irrevocable and shall in each case refer to this Credit Agreement and specify (i) whether the Borrowing(s) then being requested are to be Eurodollar Borrowing(s), or Base Rate Borrowing(s), or a combination thereof, (ii) the Borrowing Date of such Borrowing(s) (which shall be a Business Day), (iii) the aggregate principal amount of such Borrowing(s) and (iv) in the case of Eurodollar Borrowings, the Interest Periods with respect thereto. If no Interest Period with respect to any Eurodollar Borrowing(s) is specified in any such Borrowing Request, then the Borrower shall be deemed to have selected a Interest Period of one (1) month's duration. The Agent shall promptly advise the Banks of any Borrowing Request given pursuant to this Section 2.2 and of each Bank's Commitment Percentage of the requested Borrowing(s) by telecopy (or telephone notice promptly confirmed in writing or by telecopy). (b) Each Bank may at its option make any Eurodollar Loan by causing any Lending Office of such Bank to make such Eurodollar Loan; provided, however, that any exercise of such option shall not affect the obligation of the Borrower to repay such Eurodollar Loan in accordance with the terms of this Credit Agreement and the applicable Notes. (c) No later than 1:00 p.m., New York, New York time, on the Borrowing Date specified in each Borrowing Request, each Bank will make available to the Agent its Commitment Percentage of the Loans comprising the Borrowing(s) requested to be made on such date, in Dollars and immediately available funds. Upon fulfillment of the applicable conditions set forth in Article IV, the Agent will make the proceeds of each Borrowing so requested available to the Borrower by crediting the amounts so received to a general deposit account maintained by the Borrower with Texas Commerce Bank National Association or in accordance with written wire instructions timely received by the Agent from the Borrower, on the Borrowing Date or, if a Borrowing shall not occur on such Borrowing Date because any condition precedent herein specified shall not have been met, the Agent will return the amounts so received to the respective Banks as soon as practicable. All Borrowings shall be made by the Banks pro rata in accordance with such Bank's Commitment Percentage of the Loans comprising such Borrowing. Unless the Agent shall have received notice from a Bank prior to the date of any proposed Borrowing Date that such Bank will not make available to the Agent such Bank's Commitment Percentage of such Borrowing, the Agent may assume that such Bank has made its Commitment Percentage available to the Agent on such Borrowing Date in accordance with this subparagraph (c) and the Agent, in reliance upon such assumption, may, (but under no circumstances shall the Agent be obligated to) make available to the Borrower on such Borrowing Date a corresponding amount. If and to the extent that such Bank shall not have made its Commitment Percentage of such Borrowing available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent at (i) in the case of the Borrower, the interest rate applicable to the Loans comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Effective Rate. If such Bank shall repay to the Agent such corresponding amount, such amount shall constitute such Bank's Commitment Percentage of such Borrowing for purposes of this Credit Agreement. (d) No Eurodollar Borrowing may be made if, after giving effect to such Eurodollar Borrowing, there would be more than six (6) Eurodollar Borrowings outstanding at such time.
Appears in 1 contract
Borrowing Procedure for Loans. (a) In order to effect a Borrowing(s)Borrowing, the Borrower shall submit a Borrowing Request in writing or by telecopy (or telephone notice promptly confirmed in writing or by telecopy) to the Administrative Agent, (i) in the case of a Eurodollar Rate Borrowing, not later than 11:00 a.m., New YorkDallas, New York Texas time, two (2) three Business Days before the Borrowing Date specified in the Borrowing Request for such proposed Eurodollar Borrowing(s) Rate Borrowing and (ii) in the case of a Base Rate Borrowing, not later than 12:00 noon11:00 a.m., New YorkDallas, New York Texas time, on the Borrowing Date specified in the Borrowing Request for such proposed Base Rate Borrowing. Such Borrowing Request shall be irrevocable and shall in each case refer to this Credit Agreement and specify (iw) whether the Borrowing(s) Borrowing then being requested are is to be a Eurodollar Borrowing(s)Rate Borrowing, or a Base Rate Borrowing(s)Borrowing, or a combination thereof, (iix) the Borrowing Date of such Borrowing(s) Borrowing (which shall be a Business Day), (iiiy) the aggregate principal amount of such Borrowing(s) Borrowing and (ivz) in the case of a Eurodollar BorrowingsRate Borrowing, the Interest Periods Period with respect thereto. If no Interest Period with respect to any Eurodollar Borrowing(s) Rate Borrowing is specified in any such Borrowing Request, then the Borrower shall be deemed to have selected a an Interest Period of one (1) month's duration. The Administrative Agent shall promptly advise the Banks Lenders of any Borrowing Request given pursuant to this Section 2.2 2.03 and of each BankLender's Commitment Percentage of the requested Borrowing(s) Borrowing by telecopy (or telephone notice promptly confirmed in writing or by telecopy).
(b) Each Bank may at its option make any Eurodollar Loan by causing any Lending Office of such Bank to make such Eurodollar Loan; provided, however, that any exercise of such option shall not affect the obligation of the Borrower to repay such Eurodollar Loan in accordance with the terms of this Credit Agreement and the applicable Notes.
(c) No later than 1:00 2:00 p.m., New YorkDallas, New York Texas time, on the Borrowing Date specified in each Borrowing Request, each Bank Lender will make available to the Administrative Agent its Commitment Percentage of the Loans comprising the Borrowing(s) Borrowing requested to be made on such date, in Dollars and immediately available funds. Upon fulfillment of the applicable conditions set forth in Article IVIII, the Administrative Agent will make the proceeds of each Borrowing so requested available to the Borrower by crediting the amounts so received to a general deposit account maintained by the Borrower with Texas Commerce Bank National Association or in accordance with written wire instructions timely received by the Agent from the Borrowerof America, on the Borrowing Date or, if a Borrowing shall not occur on such Borrowing Date because any condition precedent herein specified in Article III shall not have been met, the Administrative Agent will return the amounts so received to the respective Banks Lenders as soon as practicable. All Borrowings Each Borrowing shall be made by the Banks Lenders pro rata in accordance with such BankLender's Commitment Percentage of the Loans comprising such Borrowing. Unless the Administrative Agent shall have received notice from a Bank Lender prior to the date of any proposed Borrowing Date that such Bank Lender will not make available to the Administrative Agent such BankLender's Commitment Percentage of such Borrowing, the Administrative Agent may assume that such Bank Lender has made its Commitment Percentage available to the Administrative Agent on such Borrowing Date in accordance with this subparagraph (cSection 2.03(b) and the Administrative Agent, in reliance upon such assumption, may, (but under no circumstances shall the Administrative Agent be obligated to) , make available to the Borrower on such Borrowing Date a corresponding amount. If and to the extent that such Bank Lender shall not have made its Commitment Percentage of such Borrowing available to the Administrative Agent, (i) such Bank and the Borrower severally agree Lender agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent at the Federal Funds Rate, and (iii) in Borrower agrees to repay to the case of Administrative Agent forthwith on demand such corresponding amount together with interest thereof, for each day from the Borrower, date such amount is made available to Borrower until the interest date such amount is repaid to the Administrative Agent at the rate applicable to the Loans comprising Borrowing of which such Borrowing and (ii) in the case of corresponding amount was a part. Upon such Bank, the Federal Funds Effective Rate. If such Bank shall repay Lender's repayment to the Administrative Agent of such corresponding amount, such amount shall constitute such BankLender's Commitment Percentage of such Borrowing for purposes of this Credit Agreement.
(d) No Eurodollar Borrowing may be made if, after giving effect to such Eurodollar Borrowing, there would be more than six (6) Eurodollar Borrowings outstanding at such time.
Appears in 1 contract
Samples: Revolving Credit Agreement (Barrett Resources Corp)
Borrowing Procedure for Loans. (a) In order to effect a ----------------------------- Borrowing(s), the Borrower shall submit a Borrowing Request in writing or by telecopy (or telephone notice promptly confirmed in writing or by telecopy) to the Agent, (i) in the case of a Eurodollar LIBOR Rate Borrowing, not later than 11:00 a.m., New YorkHouston, New York Texas time, two three (23) Business Days before the Borrowing Date specified in the Borrowing Request for such proposed Eurodollar LIBOR Rate Borrowing(s) and (ii) in the case of a an Alternate Base Rate Borrowing, not later than 12:00 noon, New YorkHouston, New York Texas time, on the Borrowing Date specified in the Borrowing Request for such proposed Alternate Base Rate Borrowing. Such Borrowing Request shall be irrevocable and shall in each case refer to this Credit Agreement and specify (iw) whether the Borrowing(s) then being requested are to be Eurodollar LIBOR Rate Borrowing(s), or Alternate Base Rate Borrowing(s), or a combination thereof, (iix) the Borrowing Date of such Borrowing(s) (which shall be a Business Day), (iiiy) the aggregate principal amount of such Borrowing(s) and (ivz) in the case of Eurodollar LIBOR Rate Borrowings, the Interest Periods with respect thereto. If no Interest Period with respect to any Eurodollar LIBOR Rate Borrowing(s) is specified in any such Borrowing Request, then the Borrower shall be deemed to have selected a Interest Period of one (1) month's duration. The Agent shall promptly advise the Banks of any Borrowing Request given pursuant to this Section 2.2 2.03 and of each Bank's ------------ Commitment Percentage of the requested Borrowing(s) by telecopy (or telephone notice promptly confirmed in writing or by telecopy).
(b) Each Bank may at its option make any Eurodollar Loan by causing any Lending Office of such Bank to make such Eurodollar Loan; provided, however, that any exercise of such option shall not affect the obligation of the Borrower to repay such Eurodollar Loan in accordance with the terms of this Credit Agreement and the applicable Notes.
(c) No later than 1:00 p.m., New York, New York time, on the Borrowing Date specified in each Borrowing Request, each Bank will make available to the Agent its Commitment Percentage of the Loans comprising the Borrowing(s) requested to be made on such date, in Dollars and immediately available funds. Upon fulfillment of the applicable conditions set forth in Article IV, the Agent will make the proceeds of each Borrowing so requested available to the Borrower by crediting the amounts so received to a general deposit account maintained by the Borrower with Texas Commerce Bank National Association or in accordance with written wire instructions timely received by the Agent from the Borrower, on the Borrowing Date or, if a Borrowing shall not occur on such Borrowing Date because any condition precedent herein specified shall not have been met, the Agent will return the amounts so received to the respective Banks as soon as practicable. All Borrowings shall be made by the Banks pro rata in accordance with such Bank's Commitment Percentage of the Loans comprising such Borrowing. Unless the Agent shall have received notice from a Bank prior to the date of any proposed Borrowing Date that such Bank will not make available to the Agent such Bank's Commitment Percentage of such Borrowing, the Agent may assume that such Bank has made its Commitment Percentage available to the Agent on such Borrowing Date in accordance with this subparagraph (c) and the Agent, in reliance upon such assumption, may, (but under no circumstances shall the Agent be obligated to) make available to the Borrower on such Borrowing Date a corresponding amount. If and to the extent that such Bank shall not have made its Commitment Percentage of such Borrowing available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent at (i) in the case of the Borrower, the interest rate applicable to the Loans comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Effective Rate. If such Bank shall repay to the Agent such corresponding amount, such amount shall constitute such Bank's Commitment Percentage of such Borrowing for purposes of this Credit Agreement.
(d) No Eurodollar Borrowing may be made if, after giving effect to such Eurodollar Borrowing, there would be more than six (6) Eurodollar Borrowings outstanding at such time.
Appears in 1 contract
Borrowing Procedure for Loans. (a) In order to effect a ----------------------------- Borrowing(s), the Borrower shall submit a Borrowing Request in writing or by telecopy (or telephone notice promptly confirmed in writing or by telecopy) to the Agent, (i) in the case of a Eurodollar LIBOR Borrowing, not later than 11:00 a.m., New YorkHouston, New York Texas time, two three (23) Business Days before the Borrowing Date specified in the Borrowing Request for such proposed Eurodollar LIBOR Borrowing(s) and (ii) in the case of a an Alternate Base Rate Borrowing, not later than 12:00 noon, New YorkHouston, New York Texas time, on the Borrowing Date specified in the Borrowing Request for such proposed Alternate Base Rate Borrowing. Such Borrowing Request shall be irrevocable and shall in each case refer to this Credit Agreement and specify (iw) whether the Borrowing(s) then being requested are to be Eurodollar LIBOR Borrowing(s), or Alternate Base Rate Borrowing(s), or a combination thereof, (iix) the Borrowing Date of such Borrowing(s) (which shall be a Business Day), (iiiy) the aggregate principal amount of such Borrowing(s) and (ivz) in the case of Eurodollar LIBOR Borrowings, the LIBOR Interest Periods with respect thereto. If no LIBOR Interest Period with respect to any Eurodollar LIBOR Borrowing(s) is specified in any such Borrowing Request, then the Borrower shall be deemed to have selected a LIBOR Interest Period of one (1) month's duration. The Agent shall promptly advise the Banks of any Borrowing Request given pursuant to this Section 2.2 2.03 and of each Bank's Commitment Percentage of ------------ the requested Borrowing(s) by telecopy (or telephone notice promptly confirmed in writing or by telecopy).
(b) Each Bank may at its option make any Eurodollar LIBOR Loan by causing any Lending Office of such Bank to make such Eurodollar LIBOR Loan; provided, however, that any -------- ------- exercise of such option shall not affect the obligation of the Borrower to repay such Eurodollar LIBOR Loan in accordance with the terms of this Credit Agreement and the applicable Notes.
(c) No later than 1:00 2:00 p.m., New YorkHouston, New York Texas time, on the Borrowing Date specified in each Borrowing Request, each Bank will make available to the Agent its Commitment Percentage of the Loans comprising the Borrowing(s) requested to be made on such date, in Dollars and immediately available funds. Upon fulfillment of the applicable conditions set forth in Article IVIII, the Agent ----------- will make the proceeds of each Borrowing so requested available to the Borrower by crediting the amounts so received to a general deposit account maintained by the Borrower with Texas Commerce Bank National Association or in accordance with written wire instructions timely received by the Agent from the BorrowerAssociation, on the Borrowing Date or, if a Borrowing shall not occur on such Borrowing Date because any condition precedent herein specified in Article III to this Credit Agreement shall not have been met, the Agent will return the amounts so received to the respective Banks as soon as practicable. All Borrowings shall be made by the Banks pro rata in accordance with such Bank's Commitment Percentage of the Loans comprising such Borrowing. Unless the Agent shall have received notice from a Bank prior to the date of any proposed Borrowing Date that such Bank will not make available to the Agent such Bank's Commitment Percentage of such Borrowing, the Agent may assume that such Bank has made its Commitment Percentage available to the Agent on such Borrowing Date in accordance with this subparagraph paragraph (c) and the Agent, in reliance upon such assumption, may, (but under no circumstances shall the Agent be obligated to) make available to the Borrower on such Borrowing Date a corresponding amount. If and to the extent that such Bank shall not have made its Commitment Percentage of such Borrowing available to the Agent, such Bank and the Borrower severally agree agrees to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent at (i) in the case of the Borrower, the interest rate applicable to the Loans comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Effective Rate. If Upon such Bank shall repay Bank's repayment to the Agent of such corresponding amount, such amount shall constitute such Bank's Commitment Percentage of such Borrowing for purposes of this Credit Agreement.
(d) If and to the extent that a Bank (the "Non-funding Bank") has not made ---------------- its Commitment Percentage of the Loans comprising a Borrowing (the "Unfunded -------- Portion") available to the Agent by the close of business on the specified ------- Borrowing Date (whether or not the Agent has made available to the Borrower on the specified Borrowing Date a corresponding amount pursuant to Section 2.03 (c) ---------------- above), the Agent shall notify Borrower of such event no later than 10:00 a.m., Houston time, the next succeeding Business Day. Provided that each of the Banks other than the Non-funding Bank (the "Funding Banks") have availability under ------------- their respective Available Commitments and no Default or Event of Default has occurred and is continuing, Borrower may submit a Borrowing Request by 12:00 noon, Houston time, to the Agent requesting a same day Borrowing comprised of Alternate Base Loans in an amount equal to the Unfunded Portion. The Agent shall promptly notify the Funding Banks of the Borrowing Request. No Eurodollar later than 2:00 p.m., Houston time, each Funding Bank shall make available to the Agent its pro rata share (expressed as a percentage and determined by dividing the amount of such Funding Bank's Commitment by an amount equal to the Total Commitment minus ----- the amount of the Non-funding Bank's Commitment) of the Unfunded Portion, in Dollars and in immediately available funds. If the Agent did not make available to the Borrower the Unfunded Portion pursuant to Section 2.03(c), then the Agent --------------- shall make the proceeds of said Borrowing may available to the Borrower by crediting the amounts so received to a general deposit account maintained by Borrower with the Agent. If the Agent did make available to Borrower the Unfunded Portion pursuant to Section 2.03(c), then the Agent shall apply the amounts so received --------------- to the repayment of the Unfunded Portion advanced by the Agent. The Commitment Percentages of the Funding Banks with respect to the affected Borrowing and to the Borrowing requested under this Section 2.03(d) shall be adjusted to reflect --------------- the amounts so advanced by the Funding Banks. Notwithstanding anything contained herein, if Borrower requests a funding under this Section 2.03(d), then Borrower --------------- shall exercise one of the two options given to Borrower in Section 2.22 within ------------ sixty (60) days from the date Borrower requests a funding under this Section ------- 2.03(d); and provided, further, that if the Agent has made ifavailable to Borrower ------- the Unfunded Portion pursuant to Section 2.03(c) and Borrower does not request a --------------- funding under this Section 2.03(d), after giving effect then Borrower shall pay forthwith upon --------------- demand such Unfunded Portion together with interest thereon, for each day from the date the Unfunded Portion is made available to Borrower until the date such Eurodollar Unfunded Portion is repaid to the Agent at the interest rate applicable to funded portion Loans comprising the affected Borrowing, there would be more than six (6) Eurodollar Borrowings outstanding at such time.
Appears in 1 contract
Samples: Revolving Credit Agreement (Barrett Resources Corp)
Borrowing Procedure for Loans. (a) In order to effect a Borrowing(s), the The Borrower shall submit a Borrowing Request in writing request Loans by written notice, or by telecopy (or telephone telephonic notice promptly confirmed in writing or confirmed by telecopy) electronic mail, to the Agent, Agent (i) in the case of a Eurodollar BorrowingLIBOR Rate Loans, not later than 11:00 11 a.m., New York, New York Milwaukee time, on the date which is least two (2) Business Days before prior to the requested Borrowing Date specified in the Borrowing Request for such proposed Eurodollar Borrowing(s(which must be a Business Day) and (ii) in the case of a Base Daily Reset LIBOR Rate BorrowingLoans, not later than 12:00 noon11 a.m., New York, New York Milwaukee time, on the requested Borrowing Date specified (which must be a Business Day). Each such request by the Borrower must specify the amount of the requested Loan, whether such Loan is to be a Daily Reset LIBOR Rate Loan or a LIBOR Rate Loan and, if the Borrower requests a LIBOR Rate Loan, the applicable Loan Period. The aggregate amount of Loans made on each Borrowing Date shall be in a minimum amount of $1,000,000. In the Borrowing Request event of any inconsistency between the telephonic notice and the written confirmation thereof, the telephonic notice shall control. Each request for such proposed Base Rate Borrowing. Such Borrowing Request Loans shall be irrevocable and shall constitute a representation and warranty by the Borrower that the borrowing conditions specified in each case refer to this Credit Agreement and specify (i) whether the Borrowing(s) then being requested are to be Eurodollar Borrowing(s), or Base Rate Borrowing(s), or a combination thereof, (ii) the Borrowing Date of such Borrowing(s) (which shall be a Business Day), (iii) the aggregate principal amount of such Borrowing(ssections 3.1(b)(ii) and (iv3.1(b)(iii) in will be satisfied on the case of Eurodollar Borrowings, the Interest Periods with respect thereto. If no Interest Period with respect to any Eurodollar Borrowing(s) is specified in any such Borrowing Request, then the Borrower shall be deemed to have selected a Interest Period of one (1) month's durationDate. The Agent will promptly notify the Lenders of the requested Loan. On or before 2 p.m., Milwaukee time, on the specified Borrowing Date, each Lender shall promptly advise the Banks of any Borrowing Request given pursuant to this Section 2.2 and of each Bank's Commitment make available its Percentage of the requested Borrowing(s) by telecopy (or telephone notice promptly confirmed in writing or by telecopy).
(b) Each Bank may at its option make any Eurodollar Loan by causing any Lending Office of such Bank to make such Eurodollar Loan; provided, however, that any exercise of such option shall not affect the obligation of the Borrower to repay such Eurodollar Loan in accordance with the terms of this Credit Agreement and the applicable Notes.
(c) No later than 1:00 p.m., New York, New York time, on the Borrowing Date specified Agent in each Borrowing Request, each Bank will make available to the Agent its Commitment Percentage of the Loans comprising the Borrowing(s) requested to be made on such date, in Dollars and immediately available funds. Upon fulfillment of the applicable conditions set forth in Article IVborrowing conditions, the Agent will make shall deposit the proceeds of each Borrowing so requested available to Loans in the Borrower’s account maintained with the Agent or as the Borrower by crediting the amounts so received to a general deposit account maintained by the Borrower with Texas Commerce Bank National Association or may otherwise direct in accordance with written wire instructions timely received by the Agent from the Borrower, on the Borrowing Date or, if a Borrowing shall not occur on such Borrowing Date because any condition precedent herein specified shall not have been met, the Agent will return the amounts so received to the respective Banks as soon as practicable. All Borrowings shall be made by the Banks pro rata in accordance with such Bank's Commitment Percentage of the Loans comprising such Borrowing. writing.
(b) Unless the Agent shall have received notice from been notified by telephone, confirmed promptly thereafter in writing, by a Bank prior to the date of any proposed Lender not later than 2 p.m., Milwaukee time, on a Borrowing Date that such Bank Lender will not make available to the Agent such Bank's Commitment Lender’s Percentage of such Borrowingthe requested Loan, the Agent may assume that such Bank Lender has made its Commitment Percentage such amount available to the Agent on such Borrowing Date in accordance with this subparagraph (c) and the Agentand, in reliance upon such assumption, may, (but under no circumstances shall the Agent be obligated to) make available to the Borrower on such Borrowing Date a corresponding amount. If and to the extent that such Bank Lender shall not have so made its Commitment Percentage of such Borrowing amount available to the Agent, such Bank and then upon notice from the Agent, the Borrower severally agree agrees to repay to the amount advanced by the Agent forthwith on demand behalf of such corresponding amount Lender together with interest thereon, for each day from the date the Agent made such amount is made available to the Borrower until to the date such amount is repaid to the Agent Agent, at (i) in the case of the Borrower, the interest rate applicable to the Loans comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Effective Rate. If such Bank shall repay to the Agent such corresponding amount, such amount shall constitute such Bank's Commitment Percentage of such Borrowing for purposes of this Credit AgreementLoan.
(dc) No Eurodollar The failure of any Lender to make a Loan shall not relieve any other Lender of its obligation hereunder to make a Loan on the applicable Borrowing may Date, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made if, after giving effect to by such Eurodollar Borrowing, there would be more than six (6) Eurodollar Borrowings outstanding at such timeother Lender on the applicable Borrowing Date.
Appears in 1 contract
Borrowing Procedure for Loans. Rate and Interest Period Selection: Conversions.
(a) In order to effect The Co-Borrowers may request a Borrowing(s)borrowing under the Commitment hereunder as provided in Section 3. 1. Not later than 3:00 p.m. New York time on the date of such borrowing, the Borrower shall submit a Borrowing Request in writing or by telecopy (or telephone notice promptly confirmed in writing or by telecopy) Bank shall, through its Lending Office and subject to the Agentconditions of this Agreement, make the amount of the Loan to be made on such date available to the Co-Borrowers, in immediately available funds, by crediting an account of the Co-Borrowers designated by the Co-Borrowers and maintained with the Bank.
(ib) in In the case of a Eurodollar BorrowingLIBOR Loan, not later than 11:00 a.m.the Co-Borrowers shall select an Interest Period of any duration in accordance with the definition of Interest Period in Section 1.1, New Yorksubject to the limitations that no Interest Period for a LIBOR Loan shall have a duration less that one month, New York time, two (2) Business Days before the Borrowing Date specified in the Borrowing Request for and if any such proposed Eurodollar Borrowing(sInterest Period would otherwise be for a shorter period, such Interest Period shall not be available.
(c) Upon the expiration of an Interest Period for any Loan, or any portion thereof, such Loan or portion thereof shall be automatically continued as a Prime Rate Loan except to the extent that such Loan shall be repaid hereunder or unless the Co-Borrowers shall have notified the Bank, as provided in Section 3.1 hereof, of their intention to select a different interest rate option with respect to such Loan or any portion thereof. Subject to the following conditions and to the terms and conditions of this Agreement, the Co-Borrowers shall have the right to convert any Loan or portion thereof to a different type of Loan (i.e., from a Prime Rate Loan to a LIBOR Loan or vice versa):
(i) if less than all Loans at the time outstanding shall be converted, the notice given by the Co-Borrowers to the Bank shall specify the aggregate amount of Loans in each case to be converted;
(ii) in the case of a Base Rate Borrowingconversion of less than all outstanding Loans, not later than 12:00 noon, New York, New York time, on the Borrowing Date specified in the Borrowing Request for such proposed Base Rate Borrowing. Such Borrowing Request shall be irrevocable and shall in each case refer to this Credit Agreement and specify (i) whether the Borrowing(s) then being requested are to be Eurodollar Borrowing(s), or Base Rate Borrowing(s), or a combination thereof, (ii) the Borrowing Date of such Borrowing(s) (which shall be a Business Day), (iii) the aggregate principal amount of such Borrowing(sLoans to be converted shall not be less than (i) 500,000 (and (ivif greater in integral multiples of $100,000) in the case of Eurodollar Borrowings, the Interest Periods with respect thereto. If no Interest Period with respect conversions to any Eurodollar Borrowing(sor into LIBOR Loans or (2) is specified $100,000 (and if greater in any such Borrowing Request, then the Borrower shall be deemed to have selected a Interest Period integral multiples of one (1) month's duration. The Agent shall promptly advise the Banks of any Borrowing Request given pursuant to this Section 2.2 and of each Bank's Commitment Percentage of the requested Borrowing(s) by telecopy (or telephone notice promptly confirmed in writing or by telecopy).
(b) Each Bank may at its option make any Eurodollar Loan by causing any Lending Office of such Bank to make such Eurodollar Loan; provided, however, that any exercise of such option shall not affect the obligation of the Borrower to repay such Eurodollar Loan in accordance with the terms of this Credit Agreement and the applicable Notes.
(c) No later than 1:00 p.m., New York, New York time, on the Borrowing Date specified in each Borrowing Request, each Bank will make available to the Agent its Commitment Percentage of the Loans comprising the Borrowing(s) requested to be made on such date, in Dollars and immediately available funds. Upon fulfillment of the applicable conditions set forth in Article IV, the Agent will make the proceeds of each Borrowing so requested available to the Borrower by crediting the amounts so received to a general deposit account maintained by the Borrower with Texas Commerce Bank National Association or in accordance with written wire instructions timely received by the Agent from the Borrower, on the Borrowing Date or, if a Borrowing shall not occur on such Borrowing Date because any condition precedent herein specified shall not have been met, the Agent will return the amounts so received to the respective Banks as soon as practicable. All Borrowings shall be made by the Banks pro rata in accordance with such Bank's Commitment Percentage of the Loans comprising such Borrowing. Unless the Agent shall have received notice from a Bank prior to the date of any proposed Borrowing Date that such Bank will not make available to the Agent such Bank's Commitment Percentage of such Borrowing, the Agent may assume that such Bank has made its Commitment Percentage available to the Agent on such Borrowing Date in accordance with this subparagraph (c) and the Agent, in reliance upon such assumption, may, (but under no circumstances shall the Agent be obligated to) make available to the Borrower on such Borrowing Date a corresponding amount. If and to the extent that such Bank shall not have made its Commitment Percentage of such Borrowing available to the Agent, such Bank and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent at (i$100,000) in the case of the Borrower, the interest rate applicable conversions to the Loans comprising such Borrowing and (ii) in the case of such Bank, the Federal Funds Effective Rate. If such Bank shall repay to the Agent such corresponding amount, such amount shall constitute such Bank's Commitment Percentage of such Borrowing for purposes of this Credit Agreement.or into Prime Rate Loans;
(diii) No Eurodollar Borrowing no Loan may be made if, after giving effect converted to such Eurodollar Borrowing, there would a LIBOR Loan less than one month before the Termination Date;
(iv) a LIBOR Loan may be more than six converted to a different type of Loan only on the last day of the then applicable Interest Period with respect thereto; and
(6v) Eurodollar Borrowings outstanding at such timeno Loan or portion thereof may be converted to a LIBOR Loan during the occurrence and continuance of an Event of Default.
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Borrowing Procedure for Loans. (a) In order to effect a Borrowing(s), the Borrower shall submit a Borrowing Request in writing or by telecopy (or telephone notice promptly confirmed in writing or by telecopy) to the Agent, (i) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York12:00 noon, New York time, two three (23) Business Days before the Borrowing Date specified in the Borrowing Request for such proposed Eurodollar Borrowing(s) and (ii) in the case of a Base Rate Borrowing, not later than 12:00 noon, New York1:00 p.m., New York time, on the Borrowing Date specified in the Borrowing Request for such proposed Base Rate Borrowing. Such Borrowing Request shall be irrevocable and shall in each case refer to this Credit Agreement and specify (iw) whether the Borrowing(s) then being requested are to be Eurodollar Borrowing(s), or Base Rate Borrowing(s), or a combination thereof, (iix) the Borrowing Date of such Borrowing(s) (which shall be a Business Day), (iiiy) the aggregate principal amount of such Borrowing(s) and (ivz) in the case of Eurodollar Borrowings, the Interest Periods with respect thereto. If no Interest Period with respect to any Eurodollar Borrowing(s) is specified in any such Borrowing Request, then the Borrower shall be deemed to have selected a an Interest Period of one (1) month's duration. The Agent shall promptly advise the Banks of any Borrowing Request given pursuant to this Section SECTION 2.2 and of each Bank's Commitment Percentage of the requested Borrowing(s) by telecopy (or telephone notice promptly confirmed in writing or by telecopy).
(b) Each Bank may at its option make any Eurodollar Loan by causing any Lending Office of such Bank to make such Eurodollar Loan; providedPROVIDED, howeverHOWEVER, that any exercise of such option shall not affect the obligation of the Borrower to repay such Eurodollar Loan in accordance with the terms of this Credit Agreement and the applicable Notes.
(c) No later than 1:00 2:00 p.m., New York, New York time, on the Borrowing Date specified in each Borrowing Request, each Bank will make available to the Agent its Commitment Percentage of the Loans comprising the Borrowing(s) requested to be made on such date, in Dollars and immediately available funds. Upon fulfillment of the applicable conditions set forth in Article ARTICLE IV, the Agent will make the proceeds of each Borrowing so requested available to the Borrower by crediting the amounts so received to a general deposit account maintained by the Borrower with Texas Commerce Bank National Association or in accordance with written wire instructions timely received by the Agent from the Borrower, on the Borrowing Date or, if a Borrowing shall not occur on such Borrowing Date because any condition precedent herein specified in ARTICLE IV to this Credit Agreement shall not have been met, the Agent will return the amounts so received to the respective Banks as soon as practicable. All Borrowings shall be made by the Banks pro rata in accordance with such Bank's Commitment Percentage of the Loans comprising such Borrowing. Unless the Agent shall have received notice from a Bank prior to the date of any proposed Borrowing Date that such Bank will not make available to the Agent such Bank's Commitment Percentage of such Borrowing, the Agent may assume that such Bank has made its Commitment Percentage available to the Agent on such Borrowing Date in accordance with this subparagraph paragraph (c) and the Agent, in reliance upon such assumption, may, (but under no circumstances shall the Agent be obligated to) make available to the Borrower on such Borrowing Date a corresponding amount. If and to the extent that such Bank shall not have made its Commitment Percentage Each of such Borrowing available to the Agent, such Bank and the Borrower severally agree agrees to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent at (i) in the case of the Borrower, the interest rate applicable to the Loans comprising such Borrowing Borrowing(s) and (ii) in the case of such Bank, at the Federal Funds Effective Rate. If Upon such Bank shall repay Bank's repayment to the Agent of such corresponding amount, such amount shall constitute such Bank's Commitment Percentage of such Borrowing for purposes of this Credit Agreement.
(d) No Eurodollar Borrowing may be made if, after giving effect to such Eurodollar Borrowing, there would be more than six (6) Eurodollar Borrowings outstanding at such time.
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