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 and 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. 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 and Commitment - Term LoanCredit. 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. 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 and 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
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 and 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)
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 Credit requested Discretionary Advances and Commitment - Term Loan(ii) the representations and warranties contained in Section 3, in Section 5 of the Warehousing and Discretionary 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. 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 and 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)
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 and 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
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 and 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. 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 Credit and Commitment - Term Loan. Each payment and prepayment made by Borrower shall be made Notes or any other Loan Document; or (c) at the Agent's election, 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
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 and 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
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 Credit and Commitment - Term Loan. Each payment and prepayment made by Borrower shall be made Note or any other Loan Document; or (c) at the Agent's election, 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