Common use of Manner of Borrowing Clause in Contracts

Manner of Borrowing. Borrower shall give the Agent irrevocable written or telephonic notice (a “Borrowing Notice”) by 11:00 a.m., Chicago, Illinois time, (a) on the date at least two (2) Business Days prior to the date of each requested Borrowing of LIBOR Loans, and (b) on the date of any requested Borrowing of Prime Rate Loans. Each such notice shall specify the proposed date of Borrowing, which must be a Business Day, the aggregate amount of the requested Borrowing, the type of Loans to comprise such Borrowing and, if such Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable thereto. The Agent will then promptly notify the Lenders in writing or by telephone (which such notice in the case of Fifth Third, if it relates to Revolving Credit Loan Borrowings constituting Prime Rate Loans, may be made before or after LaSalle has funded its Pro Rata Share of such requested Loans) and, if such notice requests the Lenders to make LIBOR Loans, the Agent shall give notice to Borrower and to the Lenders of the interest rate applicable thereto promptly after the Agent has made such determination. The Lenders, on the date of Borrowing any Revolving Credit Loan, shall each remit their Pro Rata Share of any requested Revolving Credit Loan to Borrower’s account maintained with Agent, except to the extent such Borrowing is either a reborrowing, in whole or in part, of the principal amount of an outstanding Borrowing of Loans (a “Refunding Borrowing”) or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. At the time LaSalle has made a Revolving Credit Loan, Fifth Third shall fund its Pro Rata Share of such Revolving Credit Loan and the obligation to remit to LaSalle on such day its Pro Rata Share of the Revolving Credit Loan shall be absolute and irrevocable. Each Borrowing from the Lenders under this Agreement shall be made in accordance with each Lender’s Pro Rata Share of the Commitment - Revolving Credit, Commitment - Term Loan and Additional Commitment – Term Loan. Each payment and prepayment made by Borrower shall be made to the Lenders in accordance with each Lender’s Pro Rata Share of the respective amounts of the Loans outstanding immediately prior to such payment or prepayment. Unless Borrower notifies the Agent to the contrary, upon the expiration of any Interest Period for a LIBOR Loan, such LIBOR Loan shall automatically convert to a Prime Rate Loan. Each LIBOR Loan shall mature and become due and payable by Borrower on the last day of the Interest Period applicable thereto.”

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Continental Materials Corp)

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Manner of Borrowing. Borrower shall give the Agent irrevocable at least same Business Day's written or telephonic notice (by telecopy or otherwise) of each intended borrowing of a “Borrowing Notice”Prime Rate Loan, and at least one (1) Business Day's written notice (by 11:00 a.m.telecopy or otherwise) of each intended borrowing of a CD Loan, Chicago, Illinois time, (a) on the date and at least two (2) Business Days prior to the date Day's written notice (by telecopy or otherwise) of each requested Borrowing intended borrowing of a LIBOR Loans, and (b) on the date of any requested Borrowing of Prime Rate LoansLoan. Each such notice (herein a "Notice of Borrowing") shall be in the form of Exhibit A and shall specify the proposed date of the intended borrowing, and the initial Applicable Interest Rate and Applicable Interest Period selected by Borrower in respect of the anticipated Loan. Each Notice of Borrowing shall be effective upon receipt, except that notices received by Agent after 11:00 a.m., Seattle time, on a Business Day shall be deemed to be received on the immediately succeeding Business Day. All such notices shall be irrevocable and shall constitute a representation and warranty by Borrower that as of the date of the notice the statements set forth in Article 4 hereof are true and correct and that no Event of Default or Potential Event of Default shall have occurred and be continuing. on receipt of such Notice of Borrowing, which must be a Business DayAgent shall promptly (on the same day, if possible) notify each Lender by telephone (confirmed promptly by telex or telecopy), telex or telecopy of the aggregate amount information set forth in the Notice of Borrowing. Each Lender shall before 2:00 p.m. Seattle time on the specified date of borrowing pay such Lender's pro rata share of the requested Borrowingborrowing in Seattle clearinghouse funds to Agent at its Commercial Loan Service Center. Upon fulfillment to Agent's satisfaction of the applicable conditions set forth in Article 3, and after receipt by Agent of such funds, Agent will make such funds available to Borrower. The initial Loan will be in an amount equal to or greater than the amount necessary to repay all amounts then outstanding under the Prior Loan Agreement and shall be used to repay all amounts then outstanding under the Prior Loan Agreement. If the initial Loan is greater than the amount necessary to repay all amounts then outstanding under the Prior Loan Agreement, the type of Loans to comprise such Borrowing and, if such Borrowing is to excess amount after repayment shall be comprised of LIBOR Loans, the Interest Period applicable thereto. The Agent will then promptly notify the Lenders in writing or by telephone (which such notice in the case of Fifth Third, if it relates to Revolving Credit Loan Borrowings constituting Prime Rate Loans, may be made before or after LaSalle has funded its Pro Rata Share of such requested Loans) and, if such notice requests the Lenders to make LIBOR Loans, the Agent shall give notice to Borrower and disbursed to the Lenders of the interest rate applicable thereto promptly after the Agent has made such determination. The Lenders, on the date of Borrowing any Revolving Credit Loan, shall each remit their Pro Rata Share of any requested Revolving Credit Loan to Borrower’s ordinary checking account maintained with Agent, except to the extent such Borrowing is either a reborrowing, in whole or in part, of the principal amount of an outstanding Borrowing of Loans (a “Refunding Borrowing”) or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. At the time LaSalle has made a Revolving Credit Loan, Fifth Third shall fund its Pro Rata Share of such Revolving Credit Loan and the obligation to remit to LaSalle on such day its Pro Rata Share of the Revolving Credit Loan shall be absolute and irrevocable. Each Borrowing from the Lenders under this Agreement shall be made in accordance with each Lender’s Pro Rata Share of the Commitment - Revolving Credit, Commitment - Term Loan and Additional Commitment – Term Loan. Each payment and prepayment made by Borrower shall be made to the Lenders in accordance with each Lender’s Pro Rata Share of the respective amounts of the Loans outstanding immediately prior to such payment or prepayment. Unless Borrower notifies the Agent to the contrary, upon the expiration of any Interest Period for a LIBOR Loan, such LIBOR Loan shall automatically convert to a Prime Rate Loan. Each LIBOR Loan shall mature and become due and payable by Borrower on the last day of the Interest Period applicable thereto.”at Agent's

Appears in 1 contract

Samples: Loan Agreement (Itron Inc /Wa/)

Manner of Borrowing. The Borrower shall give the Administrative Agent irrevocable written or telephonic notice of each request for Discretionary Advances not later than 12:00 noon (Minneapolis time) on the applicable Discretionary Advance Date for such Discretionary Advances, specifying the aggregate amount of Discretionary Advances requested and the Discretionary Advances to be made by each Discretionary Lender which are to be funded as Floating Eurodollar Rate Borrowings or Alternate Base Rate Borrowings; provided, that any portion of a “Borrowing Notice”) Discretionary Advance not so designated shall be funded as an Alternate Base Rate Borrowing. Fixed Rate Borrowings shall not be available with respect to Discretionary Advances. The Borrower shall promptly confirm any such request by 11:00 a.m.delivering to the Administrative Agent a duly completed and executed Confirmation. The Administrative Agent shall, Chicago, Illinois by not later than 1:00 p.m. (Minneapolis time, (a) on the date at least two (2) Business Days prior to the date of each requested Borrowing of LIBOR Loans, and (b) on the date of any requested Borrowing of Prime Rate Loans. Each such notice shall specify the proposed date of Borrowing, which must be a Business Day, the aggregate amount of the requested Borrowing, the type of Loans to comprise such Borrowing and, if such Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable thereto. The Agent will then promptly notify the Lenders in writing or by telephone (which such notice in request for Discretionary Advances is received by it from the case of Fifth ThirdBorrower, if it relates to Revolving Credit Loan Borrowings constituting Prime Rate Loans, may be made before or after LaSalle has funded its Pro Rata Share notify each Discretionary Lender of such requested Loans) and, if such notice requests the Lenders to make LIBOR Loans, the Agent shall give notice to Borrower and to the Lenders of the interest rate applicable thereto promptly after the Agent has made such determination. The Lenders, on the date of Borrowing any Revolving Credit Loan, shall each remit their Pro Rata Share of any requested Revolving Credit Loan to Borrower’s account maintained with Agent, except to the extent such Borrowing is either a reborrowing, in whole or in partrequest, of the principal amount of an outstanding Borrowing of Loans (a “Refunding Borrowing”) or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. At the time LaSalle has made a Revolving Credit Loan, Fifth Third shall fund its Pro Rata Share of such Revolving Credit Loan and the obligation to remit to LaSalle on such day its Discretionary Lender's Pro Rata Share of the Revolving Credit Loan Discretionary Advances requested, the applicable Discretionary Advance Date therefor, and whether such Discretionary Lender's Discretionary Advances are to be funded as Floating Eurodollar Rate Borrowings or Alternate Base Rate Borrowings. Each Discretionary Lender shall give notice to the Agent by not later than 1:30 p.m. (Minneapolis time) on such Discretionary Advance Date stating whether or not it will make the Discretionary Advance requested of it. If, in its notice to the Lender, any Discretionary Lender declines to make the Discretionary Advance requested of it, the Administrative Agent shall promptly notify the Borrower of such fact, in which event the Borrower may request the Administrative Agent to request any other Discretionary Lender designated by the Borrower to make all or part of the Discretionary Advance so declined. Each Discretionary Lender that desires to make a Discretionary Advance requested of it shall deposit into the Collateral Account in Immediately Available Funds by not later than 3:00 p.m. (Minneapolis time) on said Discretionary Advance Date the total amount of the Discretionary Advance to be made by such Discretionary Lender. Each request for Discretionary Advances shall be absolute and irrevocable. Each Borrowing from deemed to be a representation by the Lenders under this Agreement shall be made in accordance with each Lender’s Pro Rata Share Borrower that (i) no Default or Event of Default has occurred or will exist upon the making of the Commitment - Revolving Creditrequested Discretionary Advances and (ii) the representations and warranties contained in Section 3, Commitment - Term Loan in Section 5 of the Warehousing and Additional Commitment – Term LoanDiscretionary Security Agreement and in Section 5 of the Servicing and Working Capital Security Agreement, are true and correct with the same force and effect as if made on and as of the date of such request. Each payment and prepayment made by Borrower Upon the deposit of the Discretionary Advances in the Collateral Account on the applicable Discretionary Advance Date, the Administrative Agent shall be made transfer the proceeds thereof to the Lenders account or accounts designated by the Borrower in accordance with each Lender’s Pro Rata Share of the respective amounts of the Loans outstanding immediately prior to such payment or prepayment. Unless Borrower notifies the Agent its notice to the contrary, upon the expiration of any Interest Period for a LIBOR Loan, such LIBOR Loan shall automatically convert to a Prime Rate Loan. Each LIBOR Loan shall mature and become due and payable by Borrower on the last day of the Interest Period applicable theretoAdministrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Harbourton Financial Services L P)

Manner of Borrowing. The Borrower shall give the Agent irrevocable Northern written or telephonic prior irrevocable notice (a "Borrowing Notice") by 11:00 a.m., Chicago, Illinois time, (ai) on the date at least two three (23) Business Days prior to the date of each requested Borrowing of LIBOR Loans, Loans and (bii) on the date of any requested Borrowing of Prime Rate Loans. Each such notice shall specify the proposed date of Borrowing, which must be a Business Day, the aggregate amount of the requested Borrowing, the type of Loans to comprise such Borrowing and, if such Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable thereto. The Agent Northern will then promptly notify the Lenders LaSalle Bank in writing or by telephone by 12:00 noon on the date of receipt of the foregoing notice (which such notice in the case of Fifth Thirdto LaSalle Bank, if it relates to Revolving Credit Loan Borrowings constituting Prime Rate Loans, may be made before or after LaSalle Northern has funded its Pro Rata Share 50% portion of such requested Loans) and, if such notice requests the Lenders Lender to make LIBOR Loans, the Agent Northern shall give notice to the Borrower and to the Lenders LaSalle Bank of the interest rate applicable thereto promptly after the Agent Northern has made such determination. The LendersLaSalle Bank, on the date of Borrowing of any Revolving Credit Loan, shall each remit their Pro Rata Share 50% of any requested Revolving Credit Loan to the Borrower’s account maintained with Agent's account, except to the extent such Borrowing is either a reborrowing, in whole or in part, of the principal amount of an outstanding a maturing Borrowing of Loans (a "Refunding Borrowing") or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. At the time LaSalle Northern has made a Revolving Credit Loan, Fifth Third LaSalle Bank shall fund be deemed to have funded its Pro Rata Share 50% share of such Revolving Credit Loan and the obligation to remit to LaSalle Northern on such day its Pro Rata Share 50% of the Revolving Credit Loan shall be absolute and irrevocable. Each Borrowing borrowing from the Lenders under this Agreement shall be made in accordance with each Lender’s Pro Rata Share on a pro rata basis of the their respective Commitment - Revolving Credit, Credit and Commitment - Term Loan and Additional Commitment – Term Loan. Each payment and prepayment made by the Borrower shall be made to the Lenders in accordance with each Lender’s Pro Rata Share pro rata on the basis of the respective amounts of the Loans outstanding immediately prior to such payment or prepayment. Unless In the event the Borrower notifies fails to give notice pursuant to this Section 4.2 of the Agent to reborrowing of the contrary, upon the expiration principal amount of any Interest Period for maturing Borrowing or of a LIBOR Loan, such LIBOR Loan shall automatically convert Borrowing to refinance a reimbursement obligation with respect to a Letter of Credit (an "L/C Refinancing Borrowing") and has not notified Northern by 11:00 a.m. (Chicago time) on the day such Borrowing matures or such reimbursement obligation becomes due that it intends to repay such Borrowing or such reimbursement obligation with funds not borrowed hereunder, the Borrower shall be deemed to have requested a Borrowing of Prime Rate LoanLoans on such day in the amount of the maturing Borrowing or of the reimbursement obligation then due, which new Borrowing shall be applied to pay, as the case may be, the maturing Borrowing or reimbursement obligation then due. Each LIBOR Loan shall mature and become due and payable by the Borrower on the last day of the Interest Period applicable thereto.

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Continental Materials Corp)

Manner of Borrowing. (a) Whenever Borrower desires to use the LIBOR Borrowing Rate, Borrower shall give the Agent U.S. Bank irrevocable written or telephonic notice (a “Borrowing Notice”either in writing or orally and promptly confirmed in writing) by 11:00 a.m.between 8:00 a.m. and 1:00 p.m. (Seattle, Chicago, Illinois Washington time, (a) on the date at least two (2) Business Days prior to the desired effective date of each requested the LIBOR Borrowing Rate ("Borrowing Notice"). Any oral Borrowing Notice shall be given by, and any written Borrowing Notice or confirmation of LIBOR an oral Borrowing Notice shall be signed by Paul Xxxxxxx, Xxadxxx Xxxx, Xxvix Xxxxxxxxx, xx Anne Xxxxxxx, xxch of whom is authorized to request Loans, and (b) on until written notice by Borrower of the date revocation of any requested Borrowing of Prime Rate Loanssuch authority is received by U.S. Bank. Each such notice Borrowing Notice shall specify the proposed requested effective date of Borrowing, which must be a Business Daythe LIBOR Borrowing Rate, the aggregate Interest Period, the amount of the requested LIBOR Rate Borrowing, and whether Borrower is requesting a new advance at the type LIBOR Borrowing Rate, conversion of Loans all or any portion of the Prime Rate Borrowing to comprise such Borrowing anda LIBOR Rate Borrowing, if such Borrowing is to be comprised of LIBOR Loans, the or a new Interest Period applicable theretofor an outstanding LIBOR Rate Borrowing. The Agent will then promptly notify Notwithstanding any other term of this Agreement, Borrower may elect the Lenders in writing LIBOR Borrowing Rate to apply to Loans or by telephone (which such notice portions thereof only in the case of Fifth Third, if it relates to Revolving Credit Loan Borrowings constituting Prime Rate Loans, may be made before or after LaSalle has funded its Pro Rata Share of such requested Loans) and, if such notice requests the Lenders to make LIBOR Loans, the Agent shall give notice to Borrower and to the Lenders of the interest rate applicable thereto promptly after the Agent has made such determination. The Lenders, on the date of Borrowing any Revolving Credit Loan, shall each remit their Pro Rata Share of any requested Revolving Credit Loan to Borrower’s account maintained with Agent, except to the extent such Borrowing is either a reborrowing, in whole or in part, of the minimum principal amount of an outstanding $500,000. In the event Borrower has not given U.S. Bank a Borrowing Notice two Business Days in advance of Loans (a “Refunding Borrowing”) or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. At the time LaSalle has made a Revolving Credit Loan, Fifth Third shall fund its Pro Rata Share of such Revolving Credit Loan and the obligation to remit to LaSalle on such day its Pro Rata Share of the Revolving Credit Loan shall be absolute and irrevocable. Each Borrowing from the Lenders under this Agreement shall be made in accordance with each Lender’s Pro Rata Share of the Commitment - Revolving Credit, Commitment - Term Loan and Additional Commitment – Term Loan. Each payment and prepayment made by Borrower shall be made to the Lenders in accordance with each Lender’s Pro Rata Share of the respective amounts of the Loans outstanding immediately prior to such payment or prepayment. Unless Borrower notifies the Agent to the contrary, upon the expiration of any Interest Period for of Borrower's intent to convert a LIBOR LoanRate Borrowing to a new LIBOR Rate Borrowing at the expiration of such Interest Period, then such LIBOR Loan Rate Borrowing shall automatically convert automatically, at the expiration of such Interest Period, be deemed to be a Prime Rate Loan. Each LIBOR Loan shall mature and become due and payable by Borrower on the last day of the Interest Period applicable theretoBorrowing.

Appears in 1 contract

Samples: Credit Agreement (Redhook Ale Brewery Inc)

Manner of Borrowing. Unless otherwise agreed to by ------------------- Lender, each Uncommitted Loan shall be in the amount of Five Hundred Thousand Dollars ($500,000) or a whole multiple of One Hundred Thousand Dollars ($100,000) in excess of that amount and shall be made on notice from Borrower shall give the Agent irrevocable written or telephonic notice to Lender of a request for an Uncommitted Loan given not later than 12:00 (a “Borrowing Notice”noon) by 11:00 a.m., Chicago, Illinois time, (a) on the date at least New York City time two (2) Business Days prior to the date of each requested Borrowing of LIBOR Loans, and (b) on the date of any requested Borrowing of Prime Rate Loansproposed Uncommitted Loan. Each such notice of a requested Uncommitted Loan shall specify be by telephone, confirmed immediately by the proposed delivery by hand or facsimile to Lender of a Request for Loan, in the form annexed hereto as Exhibit C, properly completed, specifying therein the requested date of Borrowing, (which must be a Business Day, the aggregate ) and amount of such Uncommitted Loan and certifying that (a) there is no Default or Event of Default under this Agreement and (b) the total amount of all the Uncommitted Loans does not exceed the Maximum Amount of Uncommitted Loans (a "Request for Uncommitted Loan"). The information set forth in such Request for Uncommitted Loan shall be conclusive against Borrower (but not against Lender). Each Request for Uncommitted Loan by Borrower hereunder shall be deemed a representation by Borrower to Lender that the conditions to such Uncommitted Loan set forth in Section 8 hereof have been satisfied. Each Request for Uncommitted Loan shall be reviewed by Lender on a case by case basis and the decision whether or not to make the requested Borrowing, Uncommitted Loan shall be made by Lender in its absolute and sole discretion and irrespective of the type of Loans to comprise such Borrowing and, if such Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable thereto. The Agent will then promptly notify the Lenders in writing or by telephone (which such notice in the case of Fifth Third, if it relates to Revolving Credit Loan Borrowings constituting Prime Rate Loans, fact that Borrower may be made before in compliance with all the terms and conditions set forth herein or after LaSalle has funded its Pro Rata Share of such requested Loans) and, if such notice requests the Lenders to make LIBOR Loans, the Agent shall give notice to Borrower and to the Lenders in any of the interest rate applicable thereto other Loan Documents. Lender reserves the right to refuse summarily any Request for Uncommitted Loan without any review. Borrower shall be promptly after the Agent has made such determinationnotified of Lender's approval or denial of each Request for Uncommitted Loan. The LendersIf a Request for Uncommitted Loan is approved by Lender, not later than 3:00 p.m. New York City time on the date such Uncommitted Loan is requested to be made and upon fulfillment of Borrowing any Revolving Credit Loanthe applicable conditions set forth in this Agreement, shall each remit their Pro Rata Share Lender will make such Uncommitted Loan available to Borrower by wire transfer of any requested Revolving Credit the amount of such Uncommitted Loan to Borrower’s 's account maintained with Agentat The Industrial Bank of Japan, except to the extent such Borrowing is either a reborrowingLimited, in whole or in partNew York Branch (Account No. 2051-14033, of the principal amount of an outstanding Borrowing of Loans (a “Refunding Borrowing”Attention: Xx. Xxxxxx Xxxxxxxx) or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. At the time LaSalle has made a Revolving Credit Loan, Fifth Third shall fund its Pro Rata Share of such Revolving Credit Loan and the obligation to remit to LaSalle on such day its Pro Rata Share of the Revolving Credit Loan shall be absolute and irrevocable. Each Borrowing from the Lenders under this Agreement shall be made in accordance with each Lender’s Pro Rata Share of the Commitment - Revolving Credit, Commitment - Term Loan and Additional Commitment – Term Loan. Each payment and prepayment made by Borrower shall be made to the Lenders in accordance with each Lender’s Pro Rata Share of the respective amounts of the Loans outstanding immediately prior to such payment or prepayment. Unless other account as Borrower notifies the Agent may from time to the contrary, upon the expiration of any Interest Period for a LIBOR Loan, such LIBOR Loan shall automatically convert to a Prime Rate Loan. Each LIBOR Loan shall mature and become due and payable by Borrower on the last day of the Interest Period applicable theretotime designate.

Appears in 1 contract

Samples: Credit Agreement (Encore Computer Corp /De/)

Manner of Borrowing. For each requested Loan, the Borrower shall give the Agent irrevocable a Notice of Borrowing specifying the date of a requested borrowing and the amount thereof. Borrower may give a written or telephonic notice oral Notice of Borrowing on the same day it wishes any Reference Rate Loan to be made if said Notice of Borrowing is received by Agent no later than 10:00 a.m. (a “Borrowing Notice”) by 11:00 a.m., Chicago, Illinois Seattle time, (a) on the date of the requested borrowing. If the Borrower shall elect to have interest accrue on a Loan at a rate indexed to the LIBOR Rate by giving an Interest Rate Notice in respect of such borrowing, the Notice of Borrowing shall be given prior to 10:00 a.m. (Seattle time) on a Business Day at least two (2) three Business Days prior to the requested date of borrowing. Requests for borrowing, or confirmations thereof, received after the designated hour will be deemed received on the next succeeding Business Day. Each such Notice of Borrowing shall be irrevocable and shall be deemed to constitute a representation and warranty by Borrower that as of the date of such notice the statements set forth in Article VI are true and correct in all material respects and that no Default or Event of Default has occurred and is continuing. On receipt of a Notice of Borrowing, the Agent shall promptly notify each Lender by telephone, telex or facsimile of the date of the requested Borrowing of LIBOR Loans, borrowing and the amount thereof. Each Lender shall before 12:00 noon (bSeattle time) on the date of any requested Borrowing of Prime Rate Loans. Each such notice shall specify the proposed date of Borrowing, which must be a Business Day, the aggregate amount of the requested Borrowingborrowing, the type of Loans to comprise pay such Borrowing and, if such Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable thereto. The Agent will then promptly notify the Lenders in writing or by telephone (which such notice in the case of Fifth Third, if it relates to Revolving Credit Loan Borrowings constituting Prime Rate Loans, may be made before or after LaSalle has funded its Pro Rata Share of such requested Loans) and, if such notice requests the Lenders to make LIBOR Loans, the Agent shall give notice to Borrower and to the Lenders of the interest rate applicable thereto promptly after the Agent has made such determination. The Lenders, on the date of Borrowing any Revolving Credit Loan, shall each remit their Pro Rata Share of any requested Revolving Credit Loan to Borrower’s account maintained with Agent, except to the extent such Borrowing is either a reborrowing, in whole or in part, of the principal amount of an outstanding Borrowing of Loans (a “Refunding Borrowing”) or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. At the time LaSalle has made a Revolving Credit Loan, Fifth Third shall fund its Pro Rata Share of such Revolving Credit Loan and the obligation to remit to LaSalle on such day its Lender's Pro Rata Share of the Revolving Credit Loan shall aggregate principal amount of the requested borrowing in immediately available funds to the Agent at 0000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000. Upon fulfillment to the Agent's satisfaction of the applicable conditions set forth in Article V, and after receipt by the Agent of such funds, the Agent will either (a) promptly make such funds available to the Borrower at a general checking account maintained by the Borrower at the Agent, or at such other place as may be absolute and irrevocable. Each Borrowing from designated by the Lenders Borrower in a writing delivered to the Agent; (b) if requested by the Borrower in writing to do so, will apply such funds against the Borrower's obligations to make payments of interest accruing under this Agreement shall be made in accordance with each Lender’s Pro Rata Share of Agreement, the Commitment - Revolving CreditNotes or any other Loan Document; or (c) at the Agent's election, Commitment - Term Loan and Additional Commitment – Term Loan. Each payment and prepayment made by Borrower shall be made apply such proceeds to the Lenders in accordance with each Lender’s Pro Rata Share satisfaction of the respective amounts of the Loans outstanding immediately prior to such payment or prepayment. Unless Borrower notifies the Agent to the contrary, upon the expiration of any Interest Period for a LIBOR Loan, such LIBOR Loan shall automatically convert to a Prime Rate Loan. Each LIBOR Loan shall mature and become due and payable by Borrower on the last day of the Interest Period applicable theretoBorrower's obligations arising under Section 3.4.

Appears in 1 contract

Samples: Credit Agreement (Cavanaughs Hospitality Corp)

Manner of Borrowing. Borrower shall give the Agent irrevocable written or telephonic notice (a “Borrowing Notice”) by 11:00 a.m., Chicago, Illinois time, (a) on the date at least two (2) Business Days prior to the date of each requested Borrowing of LIBOR Loans, and (b) on the date of any requested Borrowing of Prime Rate Loans. Each such notice shall specify the proposed date of Borrowing, which must be a Business Day, the aggregate amount of the requested Borrowing, the type of Loans to comprise such Borrowing and, if such Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable thereto. The Agent will then promptly notify the Lenders in writing or by telephone (which such notice in the case of Fifth Third, if it relates to Revolving Credit Loan Borrowings constituting Prime Rate Loans, may be made before or after LaSalle has funded its Pro Rata Share of such requested Loans) and, if such notice requests the Lenders to make LIBOR Loans, the Agent shall give notice to Borrower and to the Lenders of the interest rate applicable thereto promptly after the Agent has made such determination. The Lenders, on the date of Borrowing any Revolving Credit Loan, shall each remit their Pro Rata Share of any requested Revolving Credit Loan to Borrower’s account maintained with Agent, except to the extent such Borrowing is either a reborrowing, in whole or in part, of the principal amount of an outstanding Borrowing of Loans (a “Refunding Borrowing”) or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. At the time LaSalle has made a Revolving Credit Loan, Fifth Third shall fund its Pro Rata Share of such Revolving Credit Loan and the obligation to remit to LaSalle on such day its Pro Rata Share of the Revolving Credit Loan shall be absolute and irrevocable. Each Borrowing from the Lenders under this Agreement shall be made in accordance with each Lender’s Pro Rata Share of the Commitment - Revolving Credit, Credit and Commitment - Term Loan and Additional Commitment – Term Loan. Each payment and prepayment made by Borrower shall be made to the Lenders in accordance with each Lender’s Pro Rata Share of the respective amounts of the Loans outstanding immediately prior to such payment or prepayment. Unless Borrower notifies the Agent to the contrary, upon the expiration of any Interest Period for a LIBOR Loan, such LIBOR Loan shall automatically convert to a Prime Rate Loan. Each LIBOR Loan shall mature and become due and payable by Borrower on the last day of the Interest Period applicable thereto.

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Continental Materials Corp)

Manner of Borrowing. (a) Whenever Borrower desires to use the LIBOR Borrowing Rate, Borrower shall give the Agent U.S. Bank irrevocable written or telephonic notice (a “Borrowing Notice”either in writing or orally and promptly confirmed in writing) by 11:00 a.m.between 8:00 a.m. and 1:00 p.m. (Seattle, Chicago, Illinois Washington time, (a) on the date at least two (2) Business Days prior to the desired effective date of each requested the LIBOR Borrowing Rate ("Borrowing Notice"). Any oral Borrowing Notice shall be given by, and any written Borrowing Notice or confirmation of LIBOR an oral Borrowing Notice shall be signed by Paux Xxxxxxx, Xavxx Xxxxxxxxx, xr Annx Xxxxxxx, xach of whom is authorized to request Loans, and (b) on until written notice by Borrower of the date revocation of any requested Borrowing of Prime Rate Loanssuch authority is received by U.S. Bank. Each such notice Borrowing Notice shall specify the proposed requested effective date of Borrowing, which must be a Business Daythe LIBOR Borrowing Rate, the aggregate Interest Period, the amount of the requested LIBOR Rate Borrowing, and whether Borrower is requesting a new advance at the type LIBOR Borrowing Rate, conversion of Loans all or any portion of the Prime Rate Borrowing to comprise such Borrowing anda LIBOR Rate Borrowing, if such Borrowing is to be comprised of LIBOR Loans, the or a new Interest Period applicable theretofor an outstanding LIBOR Rate Borrowing. The Agent will then promptly notify Notwithstanding any other term of this Agreement, Borrower may elect the Lenders in writing LIBOR Borrowing Rate to apply to Loans or by telephone (which such notice portions thereof only in the case of Fifth Third, if it relates to Revolving Credit Loan Borrowings constituting Prime Rate Loans, may be made before or after LaSalle has funded its Pro Rata Share of such requested Loans) and, if such notice requests the Lenders to make LIBOR Loans, the Agent shall give notice to Borrower and to the Lenders of the interest rate applicable thereto promptly after the Agent has made such determination. The Lenders, on the date of Borrowing any Revolving Credit Loan, shall each remit their Pro Rata Share of any requested Revolving Credit Loan to Borrower’s account maintained with Agent, except to the extent such Borrowing is either a reborrowing, in whole or in part, of the minimum principal amount of an outstanding $500,000. In the event Borrower has not given U.S. Bank a Borrowing Notice two Business Days in advance of Loans (a “Refunding Borrowing”) or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. At the time LaSalle has made a Revolving Credit Loan, Fifth Third shall fund its Pro Rata Share of such Revolving Credit Loan and the obligation to remit to LaSalle on such day its Pro Rata Share of the Revolving Credit Loan shall be absolute and irrevocable. Each Borrowing from the Lenders under this Agreement shall be made in accordance with each Lender’s Pro Rata Share of the Commitment - Revolving Credit, Commitment - Term Loan and Additional Commitment – Term Loan. Each payment and prepayment made by Borrower shall be made to the Lenders in accordance with each Lender’s Pro Rata Share of the respective amounts of the Loans outstanding immediately prior to such payment or prepayment. Unless Borrower notifies the Agent to the contrary, upon the expiration of any Interest Period for of Borrower's intent to convert a LIBOR LoanRate Borrowing to a new LIBOR Rate Borrowing at the expiration of such Interest Period, then such LIBOR Loan shall automatically convert Rate Borrowing will, at U.S. Bank's option, at the expiration of such Interest Period, be deemed to be a Prime Rate Borrowing. Until such reversion to a Prime Borrowing Rate, interest will accrue on such LIBOR Rate Loan. Each LIBOR Loan shall mature and become due and payable by Borrower on the last day of the Interest Period applicable thereto.”Borrowing at

Appears in 1 contract

Samples: Credit Agreement (Redhook Ale Brewery Inc)

Manner of Borrowing. Borrower shall give the Agent irrevocable written or telephonic notice (a “Borrowing Notice”) by 11:00 a.m., Chicago, Illinois time, (a) on the date at least two (2) Business Days prior to the date of each requested Borrowing of LIBOR Loans, and (b) on the date of any requested Borrowing of Prime Rate Loans. Each such notice shall specify the proposed date of Borrowing, which must be a Business Day, the aggregate amount of the requested Borrowing, the type of Loans to comprise such Borrowing and, if such Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable thereto. The Agent will then promptly notify the Lenders in writing or by telephone (which such notice in the case of Fifth Third, if it relates to Revolving Credit Loan Borrowings constituting Prime Rate Loans, may be made before or after LaSalle has funded its Pro Rata Share of such requested Loans) and, if such notice requests the Lenders to make LIBOR Loans, the Agent shall give notice to Borrower and to the Lenders of the interest rate applicable thereto promptly after the Agent has made such determination. The Lenders, on the date of Borrowing any Revolving Credit Loan, shall each remit their Pro Rata Share of any requested Revolving Credit Loan to Borrower’s account maintained with Agent, except to the extent such Borrowing is either a reborrowing, in whole or in part, of the principal amount of an outstanding Borrowing of Loans (a “Refunding Borrowing”) or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. At the time LaSalle has made a Revolving Credit Loan, Fifth Third shall fund its Pro Rata Share of such Revolving Credit Loan and the obligation to remit to LaSalle on such day its Pro Rata Share of the Revolving Credit Loan shall be absolute and irrevocable. Each Borrowing from the Lenders under this Agreement shall be made in accordance with each Lender’s Pro Rata Share of the Commitment - Revolving Credit, Commitment - Term Loan and Additional Commitment – Term Loan. Each payment and prepayment made by Borrower shall be made to the Lenders in accordance with each Lender’s Pro Rata Share of the respective amounts of the Loans outstanding immediately prior to such payment or prepayment. Unless Borrower notifies the Agent to the contrary, upon the expiration of any Interest Period for a LIBOR Loan, such LIBOR Loan shall automatically convert to a Prime Rate Loan. Each LIBOR Loan shall mature and become due and payable by Borrower on the last day of the Interest Period applicable thereto.

Appears in 1 contract

Samples: And Term Loan Agreement (Continental Materials Corp)

Manner of Borrowing. Borrower shall give the Agent irrevocable written or telephonic notice (a “Borrowing Notice”) by 11:00 a.m., Chicago, Illinois time, (a) on Request for Borrowing. Each request by Company to Administrative Agent for a Borrowing under Section 2.01 hereof (a "Request for Borrowing") shall specify the aggregate amount of such requested Borrowing, the requested date of such Borrowing, and, when the request for Borrowing specifies a Eurodollar Borrowing, the Interest Period which shall be applicable thereto. Company shall furnish to Administrative Agent the Request for Borrowing at least two three (23) Eurodollar Business Days prior to the requested Eurodollar Borrowing date (which must be a Eurodollar Business Day). A Floating Base Borrowing may be made the same date on which a Request for Borrowing is received by Administrative Agent. Any such Request for Borrowing shall: (i) in the case of each requested Borrowing of LIBOR Loansa Floating Base Borrowing, be in the form attached hereto as Exhibit "B" and (bii) in the case of a Eurodollar Borrowing, be in the form attached hereto as Exhibit "C". Each Borrowing shall be in an aggregate principal amount of $5,000,000 or any integral multiple of $1,000,000. Any Request for Borrowing received by Administrative Agent after 12:00 noon (New York City time) on any Business Day shall be deemed to have been received on the next succeeding Business Day. Prior to making a Request for Borrowing, Company may (without specifying whether the anticipated Borrowing shall be a Floating Base Borrowing or Eurodollar Borrowing) request that Administrative Agent provide Company with the most recent InterBank Offered Rate available to Reference Banks. Administrative Agent shall provide such quoted rates to Company on the date of any requested Borrowing of Prime Rate Loanssuch request. Each Request for Borrowing shall be irrevocable and binding on Company and, in respect of the Borrowing specified in such notice shall specify the proposed date of Request for Borrowing, which must be Company shall indemnify each Bank against any cost, loss or expense incurred by such Bank as a Business Dayresult of any failure to fulfill, on or before the date specified for such Borrowing, the aggregate conditions to such Borrowing set forth herein, including without limitation, any cost, loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Bank to fund the Advance to be made by such Bank as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. After receiving a Request for Borrowing in the manner provided herein, Administrative Agent shall promptly notify each Bank by telephone (confirmed immediately by telex, telecopy or cable), telecopy, telex or cable of the amount of the requested Borrowing and such Bank's pro rata share of such Borrowing, the type of Loans to comprise such Borrowing and, if such date on which the Borrowing is to be comprised of LIBOR Loansmade, the interest option selected and, if applicable, the Interest Period applicable thereto. The Agent will then promptly notify the Lenders in writing or by telephone (which such notice in the case of Fifth Third, if it relates to Revolving Credit Loan Borrowings constituting Prime Rate Loans, may be made before or after LaSalle has funded its Pro Rata Share of such requested Loans) and, if such notice requests the Lenders to make LIBOR Loans, the Agent shall give notice to Borrower and to the Lenders of the interest rate applicable thereto promptly after the Agent has made such determination. The Lenders, on the date of Borrowing any Revolving Credit Loan, shall each remit their Pro Rata Share of any requested Revolving Credit Loan to Borrower’s account maintained with Agent, except to the extent such Borrowing is either a reborrowing, in whole or in part, of the principal amount of an outstanding Borrowing of Loans (a “Refunding Borrowing”) or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. At the time LaSalle has made a Revolving Credit Loan, Fifth Third shall fund its Pro Rata Share of such Revolving Credit Loan and the obligation to remit to LaSalle on such day its Pro Rata Share of the Revolving Credit Loan shall be absolute and irrevocable. Each Borrowing from the Lenders under this Agreement shall be made in accordance with each Lender’s Pro Rata Share of the Commitment - Revolving Credit, Commitment - Term Loan and Additional Commitment – Term Loan. Each payment and prepayment made by Borrower shall be made to the Lenders in accordance with each Lender’s Pro Rata Share of the respective amounts of the Loans outstanding immediately prior to such payment or prepayment. Unless Borrower notifies the Agent to the contrary, upon the expiration of any Interest Period for a LIBOR Loan, such LIBOR Loan shall automatically convert to a Prime Rate Loan. Each LIBOR Loan shall mature and become due and payable by Borrower on the last day of the Interest Period applicable theretoselected.

Appears in 1 contract

Samples: Revolving Credit Agreement (Cross Timbers Oil Co)

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Manner of Borrowing. For each requested Loan, Borrower shall deliver to Agent a Notice of Borrowing specifying the date of a requested borrowing, the amount thereof, and the Applicable Currency. A Notice of Borrowing for an Offshore Currency Loan shall be in the form attached hereto as Exhibit A. Borrower may give the Agent irrevocable a written or telephonic notice oral Notice of Borrowing on the same day it wishes a Loan to be made, provided said Notice of Borrowing is received by Agent no later than 10:00 a.m. (a “Borrowing Notice”) by 11:00 a.m., Chicago, Illinois Seattle time, (a) on the date of the requested borrowing, provided, if Borrower shall simultaneously elect to have interest accrue on a Loan at a rate other than the Prime Rate by giving an Interest Rate Notice (as defined in Section 2.5(b)) in respect of such borrowing or Borrower elects to have an Offshore Currency Loan, the Notice of Borrowing shall be given orally or in writing prior to 10:00 a.m. (Seattle time) on a Business Day at least two three (23) Business Days prior to the requested date of borrowing. Any Notice of Borrowing given orally shall promptly be confirmed by Borrower in a writing delivered to Agent. Requests for borrowing received after the designated hour will be deemed received on the next succeeding Business Day. Each such Notice of Borrowing shall be irrevocable and shall be deemed to constitute a representation and warranty by Borrower that as of the date of such notice the statements set forth in Article 5 hereof are true and correct and that no Default or Event of Default has occurred and is continuing. Agent is authorized to make Loans upon the request of any of the following persons: Deborah A. Coleman, Joseph H. Hoxxxx, Xxxxxxx Xxxxnfxxx, xx xxxx xxxer xxxxxxx xx Xxxxxwer may from time to time designate by a written notice to the Agent. Each Loan requested by Borrower under this Section 2.2 shall be in an amount of not less than $100,000 and an integral multiple of $100,000. On receipt of a Notice of Borrowing, Agent shall promptly notify each Lender by telephone, telex or telefax of the date of the requested Borrowing borrowing and the amount thereof as denominated in the Applicable Currency. The Dollar Equivalent amount of LIBOR Loans, and any Loan in an Offshore Currency will be determined by the Agent for such Loan on the Computation Date in accordance with Section 2.9. Each Lender shall before 1:00 p.m. (bSeattle time) on the date of any requested Borrowing of Prime Rate Loans. Each such notice shall specify the proposed date of Borrowing, which must be a Business Day, the aggregate amount of the requested Borrowingborrowing, the type of Loans to comprise pay such Borrowing and, if such Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable thereto. The Agent will then promptly notify the Lenders in writing or by telephone (which such notice in the case of Fifth Third, if it relates to Revolving Credit Loan Borrowings constituting Prime Rate Loans, may be made before or after LaSalle has funded its Pro Rata Share of such requested Loans) and, if such notice requests the Lenders to make LIBOR Loans, the Agent shall give notice to Borrower and to the Lenders of the interest rate applicable thereto promptly after the Agent has made such determination. The Lenders, on the date of Borrowing any Revolving Credit Loan, shall each remit their Pro Rata Share of any requested Revolving Credit Loan to Borrower’s account maintained with Agent, except to the extent such Borrowing is either a reborrowing, in whole or in part, of the principal amount of an outstanding Borrowing of Loans (a “Refunding Borrowing”) or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. At the time LaSalle has made a Revolving Credit Loan, Fifth Third shall fund its Pro Rata Share of such Revolving Credit Loan and the obligation to remit to LaSalle on such day its Lender's Pro Rata Share of the Revolving Credit Loan shall be absolute and irrevocable. Each Borrowing from the Lenders under this Agreement shall be made in accordance with each Lender’s Pro Rata Share aggregate principal amount of the Commitment - Revolving Creditrequested borrowing in immediately available funds and in the requested currency to Agent at its Commercial Loan Processing Center, Commitment - Term Loan Seattle, Washington. Upon fulfillment to Agent's satisfaction of the applicable conditions set forth in Article 4, and Additional Commitment – Term Loan. Each payment and prepayment made after receipt by Agent of such funds, Agent will promptly make such funds available to Borrower by depositing them to the ordinary checking account maintained by Borrower shall be made to the Lenders in accordance with each Lender’s Pro Rata Share at Bank of the respective amounts of the Loans outstanding immediately prior to such payment or prepayment. Unless Borrower notifies the Agent to the contrary, upon the expiration of any Interest Period for a LIBOR Loan, such LIBOR Loan shall automatically convert to a Prime Rate Loan. Each LIBOR Loan shall mature and become due and payable by Borrower on the last day of the Interest Period applicable theretoAmerica.

Appears in 1 contract

Samples: Loan Agreement (Merix Corp)

Manner of Borrowing. Borrower shall give the Agent irrevocable at least same Business Day's written or telephonic notice (by telecopy or otherwise) of each intended borrowing of a “Borrowing Notice”) by 11:00 a.m.Base Rate Loan, Chicago, Illinois time, (a) on the date and at least two three (23) Business Days prior to the date Day's written notice (by telecopy or otherwise) of each requested Borrowing intended borrowing of a LIBOR Loans, and (b) on the date of any requested Borrowing of Prime Rate LoansLoan. Each such notice (herein a "Notice of Borrowing") shall be in the form of Exhibit A and shall specify the proposed date of the intended borrowing, and the initial Applicable Interest Rate and Applicable Interest Period selected by Borrower in respect of the anticipated Loan. Each Notice of Borrowing shall be effective upon receipt, except that notices received by Agent after 10:30 a.m., Seattle time, on a Business Day shall be deemed to be received on the immediately succeeding Business Day. All such notices shall be irrevocable and shall constitute a representation and warranty by Borrower that as of the date of the notice the statements set forth in Article 4 hereof are true and correct and that no Event of Default or Potential Event of Default shall have occurred and be continuing. On receipt of such Notice of Borrowing, which must be a Business Day, Agent shall promptly (on the aggregate amount of the requested Borrowing, the type of Loans to comprise such Borrowing andsame day, if such Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable thereto. The Agent will then promptly possible) notify the Lenders in writing or each Lender by telephone (which such notice confirmed promptly by telex or telecopy), telex or telecopy of the information set forth in the case Notice of Fifth Third, if it relates to Revolving Credit Loan Borrowings constituting Prime Rate Loans, may be made Borrowing. Each Lender shall before or after LaSalle has funded its Pro Rata Share of such requested Loans) and, if such notice requests the Lenders to make LIBOR Loans, the Agent shall give notice to Borrower and to the Lenders of the interest rate applicable thereto promptly after the Agent has made such determination. The Lenders, 12:00 p.m. Seattle time on the specified date of Borrowing any Revolving Credit Loan, shall each remit their Pro Rata Share of any requested Revolving Credit Loan to Borrower’s account maintained with Agent, except to the extent borrowing pay such Borrowing is either a reborrowing, in whole or in part, of the principal amount of an outstanding Borrowing of Loans (a “Refunding Borrowing”) or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. At the time LaSalle has made a Revolving Credit Loan, Fifth Third shall fund its Pro Rata Share of such Revolving Credit Loan and the obligation to remit to LaSalle on such day its Lender's Pro Rata Share of the Revolving Credit requested borrowing in immediately available funds to Agent at its Payment Address. Upon fulfillment to Agent's satisfaction of the applicable conditions set forth in Article 3, and after receipt by Agent of such funds, Agent will make such funds available to Borrower. All Loans outstanding under the Prior Loan Agreement shall immediately upon the Effective Date be absolute deemed Loans under this Agreement, with the same payment terms and irrevocableInterest Period as then in effect, but with the LIBOR Spread increased to that applicable under this Agreement. Each Borrowing from Lender may, at its option, fund its own Commitment hereunder notwithstanding any default by the Lenders under this Agreement other Lender in advancing its Commitment. In such event, Agent shall be made thereafter take such disproportionate funding into account in accordance with each Lender’s Pro Rata Share allocating principal and interest repayments to Lenders. The foregoing right of a Lender to advance funds in spite of the Commitment - Revolving Credit, Commitment - Term Loan and Additional Commitment – Term Loan. Each payment and prepayment made by other Lender's default shall not prejudice or limit in any respect the rights of such Lender or Borrower shall be made to against the Lenders in accordance with each defaulting Lender’s Pro Rata Share of the respective amounts of the Loans outstanding immediately prior to such payment or prepayment. Unless Borrower notifies the Agent to the contrary, upon the expiration of any Interest Period for a LIBOR Loan, such LIBOR Loan shall automatically convert to a Prime Rate Loan. Each LIBOR Loan shall mature and become due and payable by Borrower on the last day of the Interest Period applicable thereto.

Appears in 1 contract

Samples: Loan Agreement (Itron Inc /Wa/)

Manner of Borrowing. For each requested Loan, the Borrower shall give the Agent irrevocable a Notice of Borrowing specifying the date of a requested borrowing and the amount thereof. Borrower may give a written or telephonic notice oral Notice of Borrowing on the same day it wishes any Reference Rate Loan to be made if said Notice of Borrowing is received by Agent no later than 10:00 a.m. (a “Borrowing Notice”) by 11:00 a.m., Chicago, Illinois Seattle time, (a) on the date of the requested borrowing. If the Borrower shall elect to have interest accrue on a Loan at a rate indexed to the LIBOR Rate by giving an Interest Rate Notice in respect of such borrowing, the Notice of Borrowing shall be given prior to 10:00 a.m. (Seattle time) on a Business Day at least two (2) three Business Days prior to the requested date of borrowing. Requests for borrowing, or confirmations thereof, received after the designated hour will be deemed received on the next succeeding Business Day. Each such Notice of Borrowing shall be irrevocable and shall be deemed to constitute a representation and warranty by Borrower that as of the date of such notice the statements set forth in Article VI are true and correct in all material respects and that no Default or Event of Default has occurred and is continuing. On receipt of a Notice of Borrowing, the Agent shall promptly notify each Lender by telephone, telex or facsimile of the date of the requested Borrowing of LIBOR Loans, borrowing and the amount thereof. Each Lender shall before 12:00 noon (bSeattle time) on the date of any requested Borrowing of Prime Rate Loans. Each such notice shall specify the proposed date of Borrowing, which must be a Business Day, the aggregate amount of the requested Borrowingborrowing, the type of Loans to comprise pay such Borrowing and, if such Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable thereto. The Agent will then promptly notify the Lenders in writing or by telephone (which such notice in the case of Fifth Third, if it relates to Revolving Credit Loan Borrowings constituting Prime Rate Loans, may be made before or after LaSalle has funded its Pro Rata Share of such requested Loans) and, if such notice requests the Lenders to make LIBOR Loans, the Agent shall give notice to Borrower and to the Lenders of the interest rate applicable thereto promptly after the Agent has made such determination. The Lenders, on the date of Borrowing any Revolving Credit Loan, shall each remit their Pro Rata Share of any requested Revolving Credit Loan to Borrower’s account maintained with Agent, except to the extent such Borrowing is either a reborrowing, in whole or in part, of the principal amount of an outstanding Borrowing of Loans (a “Refunding Borrowing”) or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. At the time LaSalle has made a Revolving Credit Loan, Fifth Third shall fund its Pro Rata Share of such Revolving Credit Loan and the obligation to remit to LaSalle on such day its Lender's Pro Rata Share of the Revolving Credit Loan shall aggregate principal amount of the requested borrowing in immediately available funds to the Agent at 1420 Fifth Avenue, Seattle, Washington 98101. Upon fulfillxxxx xx xxx Xxxxx'x xxxxxxxxxxxx xx xxx xxxxicable conditions set forth in Article V, and after receipt by the Agent of such funds, the Agent will either (a) promptly make such funds available to the Borrower at a general checking account maintained by the Borrower at the Agent, or at such other place as may be absolute and irrevocable. Each Borrowing from designated by the Lenders Borrower in a writing delivered to the Agent; (b) if requested by the Borrower in writing to do so, will apply such funds against the Borrower's obligations to make payments of interest accruing under this Agreement shall be made in accordance with each Lender’s Pro Rata Share of Agreement, the Commitment - Revolving CreditNote or any other Loan Document; or (c) at the Agent's election, Commitment - Term Loan and Additional Commitment – Term Loan. Each payment and prepayment made by Borrower shall be made apply such proceeds to the Lenders in accordance with each Lender’s Pro Rata Share satisfaction of the respective amounts of the Loans outstanding immediately prior to such payment or prepayment. Unless Borrower notifies the Agent to the contrary, upon the expiration of any Interest Period for a LIBOR Loan, such LIBOR Loan shall automatically convert to a Prime Rate Loan. Each LIBOR Loan shall mature and become due and payable by Borrower on the last day of the Interest Period applicable theretoBorrower's obligations arising under Section 3.4.

Appears in 1 contract

Samples: Credit Agreement (Cavanaughs Hospitality Corp)

Manner of Borrowing. For each requested Loan, the Borrower shall give the Agent irrevocable a Notice of Borrowing specifying the date of a requested borrowing and the amount thereof. Borrower may give a written or telephonic notice oral Notice of Borrowing on the same day it wishes any Base Rate Loan to be made if said Notice of Borrowing is received by Agent no later than 10:00 a.m. (a “Borrowing Notice”) by 11:00 a.m., Chicago, Illinois Seattle time, (a) on the date of the requested borrowing. If the Borrower shall elect to have interest accrue on a Loan at a rate indexed to the LIBOR Rate by giving an Interest Rate Notice in respect of such borrowing, the Notice of Borrowing shall be given prior to 10:00 a.m. (Seattle time) on a Business Day at least two (2) three Business Days prior to the requested date of borrowing. Requests for borrowing, or confirmations thereof, received after the designated hour will be deemed received on the next succeeding Business Day. Each such Notice of Borrowing shall be irrevocable and shall be deemed to constitute a representation and warranty by Borrower that as of the date of such notice the statements set forth in Article VI are true and correct in all material respects and that no Default or Event of Default has occurred and is continuing. On receipt of a Notice of Borrowing, the Agent shall promptly notify each Lender by telephone, telex or facsimile of the date of the requested Borrowing of LIBOR Loans, borrowing and the amount thereof. Each Lender shall before 12:00 noon (bSeattle time) on the date of any requested Borrowing of Prime Rate Loans. Each such notice shall specify the proposed date of Borrowing, which must be a Business Day, the aggregate amount of the requested Borrowingborrowing, the type of Loans to comprise pay such Borrowing and, if such Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable thereto. The Agent will then promptly notify the Lenders in writing or by telephone (which such notice in the case of Fifth Third, if it relates to Revolving Credit Loan Borrowings constituting Prime Rate Loans, may be made before or after LaSalle has funded its Pro Rata Share of such requested Loans) and, if such notice requests the Lenders to make LIBOR Loans, the Agent shall give notice to Borrower and to the Lenders of the interest rate applicable thereto promptly after the Agent has made such determination. The Lenders, on the date of Borrowing any Revolving Credit Loan, shall each remit their Pro Rata Share of any requested Revolving Credit Loan to Borrower’s account maintained with Agent, except to the extent such Borrowing is either a reborrowing, in whole or in part, of the principal amount of an outstanding Borrowing of Loans (a “Refunding Borrowing”) or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. At the time LaSalle has made a Revolving Credit Loan, Fifth Third shall fund its Pro Rata Share of such Revolving Credit Loan and the obligation to remit to LaSalle on such day its Lender's Pro Rata Share of the Revolving Credit Loan shall aggregate principal amount of the requested borrowing in immediately available funds to the Agent at 0000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000. Upon fulfillment to the Agent's satisfaction of the applicable conditions set forth in Article V, and after receipt by the Agent of such funds, the Agent will either (a) promptly make such funds available to the Borrower at a general checking account maintained by the Borrower at the Agent, or at such other place as may be absolute and irrevocable. Each Borrowing from designated by the Lenders Borrower in a writing delivered to the Agent; (b) if requested by the Borrower in writing to do so, will apply such funds against the Borrower's obligations to make payments of interest accruing under this Agreement shall be made in accordance with each Lender’s Pro Rata Share of Agreement, the Commitment - Revolving Credit, Commitment - Term Loan and Additional Commitment – Term Note or any other Loan. Each payment and prepayment made by Borrower shall be made to the Lenders in accordance with each Lender’s Pro Rata Share of the respective amounts of the Loans outstanding immediately prior to such payment or prepayment. Unless Borrower notifies the Agent to the contrary, upon the expiration of any Interest Period for a LIBOR Loan, such LIBOR Loan shall automatically convert to a Prime Rate Loan. Each LIBOR Loan shall mature and become due and payable by Borrower on the last day of the Interest Period applicable thereto.”

Appears in 1 contract

Samples: Credit Agreement (Westcoast Hospitality Corp)

Manner of Borrowing. Borrower shall give the Agent irrevocable written or telephonic notice (a “Borrowing Notice”) by 11:00 a.m., Chicago, Illinois time, (a) on Request for Borrowing. Each request by Company to Administrative Agent for a Borrowing under Section 2.01 hereof (a "Request for Borrowing") shall specify the aggregate amount of such requested Borrowing, the requested date of such Borrowing, and, when the request for Borrowing specifies a Eurodollar Borrowing or a CD Borrowing, the Interest Period which shall be applicable thereto. Company shall furnish to Administrative Agent the Request for Borrowing at least three (3) Eurodollar Business Days prior to the requested Eurodollar Borrowing date (which must be a Eurodollar Business Day) and at least two (2) Business Days prior to the requested borrowing date of each requested Borrowing of LIBOR Loans, and (b) on the date of any requested Borrowing of Prime Rate Loans. Each such notice shall specify the proposed date of Borrowing, which must be a Business Day) for a CD Borrowing. A Floating Base Borrowing may be made the same date on which a Request for Borrowing is received by Administrative Agent. Any such Request for Borrowing shall: (i) in the case of a Floating Base Borrowing, be in the form attached hereto as Exhibit "B", (ii) in the case of a CD Borrowing, be in the form attached hereto as Exhibit "C" and (iii) in the case of a Eurodollar Borrowing, be in the form attached hereto as Exhibit "D". Each Borrowing shall be in an aggregate principal amount of $5,000,000 or any integral multiple of $1,000,000. Any Request for Borrowing received by Administrative Agent after 12:00 noon (New York City time) on any Business Day shall be deemed to have been received on the next succeeding Business Day. Prior to making a Request for Borrowing, Company may (without specifying whether the anticipated Borrowing shall be a Floating Base Borrowing, CD Borrowing or Eurodollar Borrowing) request that Administrative Agent provide Company with the most recent CD Quoted Rate and InterBank Offered Rate available to Reference Banks. Administrative Agent shall provide such quoted rates to Company on the date of such request. Each Request for Borrowing shall be irrevocable and binding on Company and, in respect of the Borrowing specified in such Request for Borrowing, Company shall indemnify each Bank against any cost, loss or expense incurred by such Bank as a result of any failure to fulfill, on or before the date specified for such Borrowing, the aggregate conditions to such Borrowing set forth herein, including without limitation, any cost, loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Bank to fund the Advance to be made by such Bank as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. After receiving a Request for Borrowing in the manner provided herein, Administrative Agent shall promptly notify each Bank by telephone (confirmed immediately by telex, telecopy or cable), telecopy, telex or cable of the amount of the requested Borrowing and such Bank's pro rata share of such Borrowing, the type of Loans to comprise such Borrowing and, if such date on which the Borrowing is to be comprised of LIBOR Loansmade, the interest option selected and, if applicable, the Interest Period applicable thereto. The Agent will then promptly notify the Lenders in writing or by telephone (which such notice in the case of Fifth Third, if it relates to Revolving Credit Loan Borrowings constituting Prime Rate Loans, may be made before or after LaSalle has funded its Pro Rata Share of such requested Loans) and, if such notice requests the Lenders to make LIBOR Loans, the Agent shall give notice to Borrower and to the Lenders of the interest rate applicable thereto promptly after the Agent has made such determination. The Lenders, on the date of Borrowing any Revolving Credit Loan, shall each remit their Pro Rata Share of any requested Revolving Credit Loan to Borrower’s account maintained with Agent, except to the extent such Borrowing is either a reborrowing, in whole or in part, of the principal amount of an outstanding Borrowing of Loans (a “Refunding Borrowing”) or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. At the time LaSalle has made a Revolving Credit Loan, Fifth Third shall fund its Pro Rata Share of such Revolving Credit Loan and the obligation to remit to LaSalle on such day its Pro Rata Share of the Revolving Credit Loan shall be absolute and irrevocable. Each Borrowing from the Lenders under this Agreement shall be made in accordance with each Lender’s Pro Rata Share of the Commitment - Revolving Credit, Commitment - Term Loan and Additional Commitment – Term Loan. Each payment and prepayment made by Borrower shall be made to the Lenders in accordance with each Lender’s Pro Rata Share of the respective amounts of the Loans outstanding immediately prior to such payment or prepayment. Unless Borrower notifies the Agent to the contrary, upon the expiration of any Interest Period for a LIBOR Loan, such LIBOR Loan shall automatically convert to a Prime Rate Loan. Each LIBOR Loan shall mature and become due and payable by Borrower on the last day of the Interest Period applicable theretoselected.

Appears in 1 contract

Samples: Credit Agreement (Cross Timbers Oil Co)

Manner of Borrowing. The Borrower shall give the Agent irrevocable written or telephonic prior irrevocable notice (a "Borrowing Notice") by 11:00 a.m., Chicago, Illinois time, (ai) on the date at least two three (23) Business Days prior to the date of each requested Borrowing of LIBOR Loans, Loans and (bii) on the date of any requested Borrowing of Prime Rate Loans. Each such notice shall specify the proposed date of Borrowing, which must be a Business Day, the aggregate amount of the requested Borrowing, the type of Loans to comprise such Borrowing and, if such Borrowing is to be comprised of LIBOR Loans, the Interest Period applicable thereto. The Agent will then promptly notify the Lenders in writing or by telephone by 12:00 noon on the date of receipt of the foregoing notice (which such notice in the case of Fifth ThirdLaSalle Bank, if it relates to Revolving Credit Loan Borrowings constituting Prime Rate Loans, may be made before or after LaSalle Northern has funded its Pro Rata Share 50% portion of such requested Loans) and, if such notice requests the Lenders to make LIBOR Loans, the Agent shall give notice to the Borrower and to the Lenders of the interest rate applicable thereto promptly after the Agent has made such determination. The Lenders, on the date of Borrowing of any Revolving Credit Loan, shall each remit their Pro Rata Share 50% of any requested Revolving Credit Loan to the Borrower’s account maintained with Agent's account, except to the extent such Borrowing is either a reborrowing, in whole or in part, of the principal amount of an outstanding a maturing Borrowing of Loans (a "Refunding Borrowing") or an L/C Refinancing Borrowing, in which case each Lender shall record the Loan made by it as a part of such Refunding Borrowing or L/C Refinancing Borrowing, as the case may be, on its books or records or on a schedule to the appropriate Note, and shall effect the repayment, in whole or in part, as appropriate, of its maturing Loan or reimbursement obligation through the proceeds of such new Loan. At the time LaSalle Northern has made a Revolving Credit Loan, Fifth Third LaSalle Bank shall fund be deemed to have funded its Pro Rata Share 50% share of such Revolving Credit Loan and the obligation to remit to LaSalle Northern on such day its Pro Rata Share 50% of the Revolving Credit Loan shall be absolute and irrevocable. Each Borrowing borrowing from the Lenders under this Agreement shall be made in accordance with each Lender’s Pro Rata Share on a pro rata basis of the their respective Commitment - Revolving Credit, Credit and Commitment - Term Loan and Additional Commitment – Term Loan. Each payment and prepayment made by the Borrower shall be made to the Lenders in accordance with each Lender’s Pro Rata Share pro rata on the basis of the respective amounts of the Loans outstanding immediately prior to such payment or prepayment. Unless In the event the Borrower notifies fails to give notice pursuant to this Section 4.2 of the reborrowing of the principal amount of any maturing Borrowing or of a Borrowing to refinance a reimbursement obligation with respect to a Letter of Credit (an "L/C Refinancing Borrowing") and has not notified the Agent by 11:00 a.m. (Chicago time) on the day such Borrowing matures or such reimbursement obligation becomes due that it intends to repay such Borrowing or such reimbursement obligation with funds not borrowed hereunder, the contrary, upon the expiration Borrower shall be deemed to have requested a Borrowing of any Interest Period for a LIBOR Loan, such LIBOR Loan shall automatically convert to a Prime Rate LoanLoans on such day in the amount of the maturing Borrowing or of the reimbursement obligation then due, which new Borrowing shall be applied to pay, as the case may be, the maturing Borrowing or reimbursement obligation then due. Each LIBOR Loan shall mature and become due and payable by the Borrower on the last day of the Interest Period applicable thereto.

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Continental Materials Corp)

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