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Common use of Method of Borrowing Clause in Contracts

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methods.

Appears in 4 contracts

Samples: Credit Agreement (Cme Group Inc.), Credit Agreement (Cme Group Inc.), Credit Agreement (Cme Group Inc.)

Method of Borrowing. (a) To request an Advance hereunderBorrower shall give Lender oral or written notice (a “Notice of Borrowing”) by 10:00 a.m. (St. Louis time) on the Business Day of each Base Rate Loan to be made to Borrower, the Company shall: and by 10:00 a.m. (St. Louis time) at least three (3) LIBOR Banking Days before each LIBOR Loan to be made to Borrower, specifying: (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such AdvanceLoan, which shall be a Business Day; (3) Day during the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) Credit Period in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be Base Rate Loan and a deposit account of LIBOR Banking Day during the Company’s maintained with the Administrative Agent, (y) Revolving Credit Period in the case of an Advance a LIBOR Loan, (other than a Clearing Member Customer Gold Warrant Advanceii) the aggregate principal amount of such Loan, (iii) whether such Loan is to be made in a currency other than U.S. DollarsBase Rate Loan or a LIBOR Loan, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or and (ziv) in the case of a Clearing Member Customer Gold Warrant Advance LIBOR Loan, the duration of the initial Interest Period applicable thereto, subject to the provisions of Section 2.04. (b) A Notice of Borrowing shall not be revocable by Borrower. (c) Subject to the terms and conditions of this Agreement, provided that Lender has received the Notice of Borrowing, Lender shall (unless Lender determines that any applicable condition specified in Section 3 has not been satisfied) make the applicable Loan to Borrower by crediting the amount of such Loan to a demand deposit account of Borrower at Lender specified by Borrower (or such other account mutually agreed upon in writing between Lender and Borrower) not later than 2:30 p.m. (St. Louis time) on the Business Day specified in said Notice of Borrowing. (d) If Lender makes a new Loan under this Agreement on a day on which Borrower is required to or has elected to repay all or any part of an outstanding Loan, Lender shall apply the proceeds of its new Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed and the amount being repaid shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andmade available by Lender to Borrower. (Be) a notice Borrower hereby irrevocably authorizes Lender to rely on telephonic, facsimile, or written instructions of any individual identifying himself or herself as one of the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I individuals listed on Schedule 2.02 attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company or any other individual from time to time) time authorized to act on behalf of Borrower pursuant to a document signed by the Chairman of the Board of Borrower and certified by the Secretary of Borrower and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iiiLender) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and any request to make Applicable Tranche Swingline Loans and the respective amounts thereofa Loan or a repayment under this Agreement, and (2) on any signature that Lender reasonably believes to be genuine, and Borrower shall be bound thereby in the same manner as if such Applicable Tranche Swingline Loans are being requested on the same day as individual were actually authorized or such signature were genuine. Borrower also hereby agrees to defend and indemnify Lender and hold Lender harmless from and against any Applicable Tranche Revolving Loansand all claims, whether such Applicable Tranche Swingline Loans are demands, damages, liabilities, losses and reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) relating to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent or arising out of or in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, connection with the proceeds made available to it in respect acceptance of one instructions for making Loans or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsrepayments under this Agreement.

Appears in 4 contracts

Samples: Credit Agreement (Laclede Gas Co), Credit Agreement (Laclede Group Inc), Credit Agreement (Laclede Gas Co)

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: (i) give notification by telephone (which notification Each Borrowing shall be made on a Business Day, upon notice from the Borrower to the Administrative Agent, given (i) in the case of a Borrowing Datethat is a Base Rate Advance, may be made either before or after delivery not later than 11:00 A.M. on the date of the Advance Request referred to in clause proposed Borrowing and (ii) below and shall be subject to Section 3.5(b)) to in the Administrative Agent case of a Borrowing that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the is a Eurodollar Rate Advance, not later than 11:00 A.M. on the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email third Business Day prior to the Applicable date of the proposed Borrowing. Each such notice of a Borrowing (a “Notice of Borrowing”) by the Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans shall be in substantially the form of Exhibit H attached hereto (an “Advance Request”)A, which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of specifying therein the requested Advance; (2A) the date of such AdvanceBorrowing, which shall be a Business Day; (3B) the Applicable Tranche under which such Type of Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained connection with the Administrative Agentsuch Borrowing, (yC) in the case aggregate amount of an Advance such Borrowing and (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (zD) in the case of a Clearing Member Customer Gold Warrant Advance Borrowing comprising Eurodollar Rate Advances, initial Interest Period for each such Advance. The Administrative Agent shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a give notice to each Lender promptly upon receipt of each Notice of Borrowing pursuant to this Section 2.02(a), the Collateral contents thereof and each such Lender’s Pro Rata Share of any Borrowing to be made pursuant thereto. Each Lender shall, before 1:00 P.M. on the date of such Borrowing, make available to the Administrative Agent and Collateral Monitoring Agent for the account of the Borrower in substantially same day funds, the form proceeds of Exhibit I attached hereto detailing such Borrowing. Such Borrowing will then be made available to the Collateral pledged Borrower by the Company to secure Administrative Agent by crediting the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer account of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested Borrower on the same day as any Applicable Tranche Revolving Loans, whether books of such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, like funds as received by the Administrative Agent (or at such other location as may be agreed by the Borrower and the Administrative Agent). (b) Each Notice of Borrowing shall firstbe irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to comprise Eurodollar Rate Advances, use the proceeds Borrower shall indemnify the applicable Lender against any loss, cost or expense incurred by such Lender as a result of any failure of the Applicable Tranche Revolving Loans timely made available Borrower to it to fund fulfill on or before the requested Advance as provided date specified in Section 3.1(bsuch Notice of Borrowing for such Advances, the applicable conditions set forth in Article III, including any loss (excluding loss of anticipated profits), and second, fund the remaining portion cost or expense incurred by reason of the requested liquidation or redeployment of deposits or other funds acquired by such Lender as part of such Borrowing when such Advance is not made on such date. (c) Each Borrowing (whether for a Base Rate Advance or a Eurodollar Rate Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank ) shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the an aggregate principal amount of its Applicable Tranche Commitment. In the event the Company is unable to submit $5,000,000 or any multiple of $1,000,000 in excess thereof (except that any such notices via email (due to operational difficulties or otherwiseBorrowing may be in the aggregate amount of the unutilized Commitment on such date), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methods.

Appears in 3 contracts

Samples: Credit Agreement (American Water Works Company, Inc.), Credit Agreement (American Water Works Company, Inc.), Credit Agreement (American Water Works Company, Inc.)

Method of Borrowing. (a) To In order to request an Advance any Borrowing hereunder, the Company shall: Borrower shall hand deliver or telecopy to Administrative Agent a duly completed Request for Borrowing (i) give notification by telephone prior to 10:00 a.m. (which notification shall be made Central time) on the Borrowing DateDate of a proposed Adjusted Base Rate Borrowing, may be made either before or after delivery of the Advance Request referred to in clause and (ii) below and prior to 11:00 a.m. (Central time) at least three (3) U.S. Government Securities Business Days before the Borrowing Date of a proposed SOFR Borrowing. Each such Request for Borrowing shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested substantially in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E B hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1A) the aggregate amount of the requested Advancewhether such Borrowing is to be an Adjusted Base Rate Borrowing or a SOFR Borrowing; (2B) the date Borrowing Date of such AdvanceBorrowing, which shall be a Business Day; (3C) the Applicable Tranche under which aggregate amount of such Advance is requestedBorrowing; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (zD) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit AccountsSOFR Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period; (E) the Outstanding Revolving Credit exposure on the date thereof; and (BF) a notice the pro forma Outstanding Revolving Credit exposure (giving effect to the Collateral Agent and Collateral Monitoring Agent in substantially requested Borrowing). Each Request for Borrowing shall constitute a representation by Borrower that the form amount of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance Borrowing shall not cause the total Outstanding Revolving Credit to exceed the Total Commitment (i.e., the least of (x) the Aggregate Maximum Credit Amounts, (y) the then effective Borrowing Base and (z) the then effective Aggregate Elected Commitment Amount). (b) Upon receipt of a “Collateral Notice”Request for Borrowing described in Section 2.2(a), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds promptly notify each Bank (as applicable) of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), contents thereof and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of the Borrowing to be loaned by such Bank pursuant thereto, and such Request for Borrowing shall not thereafter be revocable by Borrower. (c) Not later than 12:00 p.m. (Central time) on the date of each Borrowing, each Bank shall make available its Applicable Tranche Commitment. In the event the Company is unable Percentage of such Borrowing, in funds immediately available to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent mayat its address set forth on Schedule 1 hereto. Unless Administrative Agent determines that any applicable condition specified in Section 6.2 has not been satisfied, Administrative Agent will make the funds so received from Banks available to the extent commercially reasonable and following telephone notices Borrower at Administrative Agent’s aforesaid address or, if requested by the Company requesting sameBorrower, agree to accept by wire transfer of such notices via other electronic delivery methodsfunds as specified by Borrower.

Appears in 3 contracts

Samples: Credit Agreement (Sitio Royalties Corp.), Credit Agreement (Brigham Minerals, Inc.), Credit Agreement (Brigham Minerals, Inc.)

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: (i) give notification Upon receipt of a Request for Advance by telephone the Lender not later than 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to the day of the proposed borrowing (which notification shall provided, however, with respect to the proposed borrowing to be made on the Borrowing Effective Date, may the Authority shall only be made either before or after delivery required to provide the Lender the Request for Advance two New York Banking Days prior to the Effective Date), the Lender, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to the amount of the requested borrowing. Notwithstanding the foregoing, in the event such Request for Advance Request referred is received by the Lender after 11:00 a.m. New York time on the Business Day which is three New York Banking Days immediately prior to in clause (ii) below and the day of the proposed borrowing, the Lender shall be subject required to Section 3.5(b)) to make the Administrative Agent that related Advance by 4:00 p.m. New York time on the fourth New York Banking Day after receipt of the related Request for Advance. Any Request for Advance Request has been or will shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Administrative Agent andLender by facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf” (portable document format) or other replicating image attached to the e-mail message), if with receipt immediately confirmed telephonically and an original version of the Request for Advance promptly delivered to the Lender postage prepaid, U.S. mail; provided that the receipt of such original is not yet delivereda condition to the Lender’s obligation to honor a Request for Advance. Pursuant to Section 3.3 hereof, the amount of Lender shall determine the Advance, the Applicable Tranche and the respective currency that will be requested in such initial SIFMA Index Rate for each Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email two New York Banking Days prior to the Applicable Borrower Notice Deadline: related Advance Date. Each Advance shall be made by the Lender by wire transfer of immediately available funds to the Trustee (Aon behalf of the Authority) in accordance with written instructions provided by the Authority. If, after examination, the Lender shall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Lender shall use its best efforts to give notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered Authority to the Administrative Agenteffect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Trancheif, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable that the Authority is entitled (without regard to the provisions of this sentence) and following telephone notices by the Company requesting same, agree able to accept such notices via other electronic delivery methodsdo so.

Appears in 3 contracts

Samples: Revolving Credit Agreement, Revolving Credit Agreement, Revolving Credit Agreement

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: In order to make a borrowing of Revolving Loans (other than (i) give notification by telephone (borrowings of Swingline Loans, which notification shall be made on the Borrowing Datepursuant to Section 2.02(c), may be made either before or after delivery of the Advance Request referred to in clause (ii) below and borrowings for the purpose of repaying Refunded Swingline Loans, which shall be subject made pursuant to Section 3.5(b2.02(d), (iii) borrowings for the purpose of paying unpaid Reimbursement Obligations, which shall be made pursuant to the Administrative Agent that the Advance Request has been Section 3, and (iv) borrowings involving continuations or will conversions of outstanding Loans, which shall be delivered made pursuant to the Administrative Agent andSection 2.04), if not yet deliveredBorrower shall give notice (each, the amount a “Notice of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request ConfirmationBorrowing), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto B-1 to the Administrative Agent by 11:00 a.m. (an “Advance Request”)Charlotte time) on the Business Day of each Base Rate Loan to be made to Borrower, and by 11:00 a.m. (Charlotte time) at least three (3) Business Days before each LIBOR Loan to be made to Borrower, specifying: (i) the date of such Revolving Loan, which Advance Request shall be executed by an officer a Business Day during the Revolving Credit Period; (ii) the aggregate principal amount of such Revolving Loan; (iii) the initial Type of the Company listed Loan, provided that if Borrower shall have failed to designate the Type of such Loan, Borrower shall be deemed to have requested a borrowing comprised of Base Rate Loans; and (iv) in the case of a LIBOR Loan, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, provided that if Borrower shall have failed to select the duration of the applicable Interest Period, then Borrower shall be deemed to have selected an Interest Period with a duration of one month. (b) Not later than 2:00 p.m. (Charlotte time) on an incumbency certificate the date of each Revolving Loan, each Bank shall (except as provided in subsection (g) of this Section) make available its Pro Rata Share of such Revolving Loan, in Dollars and in funds immediately available to the Administrative Agent at its address specified in Schedule 9.04. The Administrative Agent will make the funds so received from the Banks available to Borrower immediately thereafter at the Administrative Agent’s aforesaid address by crediting such funds to the deposit account specified by Borrower on the Account Designation Letter (or such other account mutually agreed upon in writing between the Administrative Agent and Borrower). The Administrative Agent shall not be required to make any amount available to Borrower hereunder except to the extent the Administrative Agent shall have received such amounts from the Banks as set forth herein, provided, however, that unless the Administrative Agent shall have been notified by a Bank prior to the time a Loan is to be made hereunder that such Bank does not intend to make its Pro Rata Share of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Bank has made such Pro Rata Share available to the Administrative Agent prior to such time, and the Administrative Agent may in reliance upon such assumption, but shall not be required to, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Bank and the Administrative Agent has made such amount available to Borrower, the applicable Bank and Borrower severally agree to pay to the Administrative Agent forthwith and on demand such corresponding amount, together with interest thereon in respect of each day during the period from and including the date such amount was made available to Borrower to but excluding the date the Administrative Agent recovers such amount at (i) in the case of a payment to be made by such Bank, the greater of the Fed Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the Adjusted Base Rate. (c) In order to make a borrowing of a Swingline Loan, Borrower will give the Administrative Agent and the Swingline Bank written notice not later than 11:00 a.m., Charlotte time, on the date of such borrowing. Each such notice (each, a “Notice of Swingline Borrowing”) substantially the form of Exhibit E heretoB-2, delivered shall be irrevocable and shall specify (i) the principal amount of the Swingline Loan to be made pursuant to such borrowing (which shall not be less than $100,000 and, if greater, shall be in an integral multiple of $100,000 in excess thereof (or, if less, in the amount of the Unutilized Swingline Commitment)) and (ii) the date of such Swingline Loan, which shall be a Business Day during the Revolving Credit Period, but not later than the Swingline Maturity Date. Not later than 2:00 p.m., Charlotte time, on the date of the Swingline Loan, the Swingline Bank will make available an amount equal to the amount of such Swingline Loan, in Dollars and in funds immediately available in Charlotte, North Carolina to the Administrative Agent. To the extent the Swingline Bank has made such amount available to the Administrative Agent as provided hereinabove, the Administrative Agent will make such amount available to Borrower in like funds as received by the Administrative Agent. (d) With respect to any outstanding Swingline Loans, the Swingline Bank may at any time (whether or not an Event of Default has occurred and is continuing) in its sole and absolute discretion, and is hereby authorized and empowered by Borrower to, cause a borrowing of Revolving Loans to be made for the purpose of repaying such Swingline Loans by delivering to the Administrative Agent (if the Administrative Agent is not also the Swingline Bank) and each other Bank (on behalf of, and with a copy to, Borrower), not later than 11:00 a.m., Charlotte time, on the proposed date of such Revolving Loan, a notice (which shall be deemed to be a Notice of Borrowing given by Borrower) requesting the Banks to make Revolving Loans (which shall be made initially as Base Rate Loans) on such date in an aggregate amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date such notice is given that the Swingline Bank requests to be repaid. Not later than 2:00 p.m., Charlotte time, on the requested date of such Revolving Loans, each Bank (other than the Swingline Bank) will make available its Pro Rata Share of such Revolving Loan, in Dollars and in funds immediately available to the Administrative Agent. To the extent the Banks have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Bank in like funds as received by the Administrative Agent, which shall apply such amounts in repayment of the Refunded Swingline Loans. Notwithstanding any provision of this Agreement to the contrary, on the date of such Loan, the Refunded Swingline Loans (including the Swingline Bank’s Pro Rata Share thereof, in its capacity as a Bank) shall be deemed to be repaid with the proceeds of the Revolving Loans made as provided above (including a Revolving Loan deemed to have been made by the Swingline Bank), and such Refunded Swingline Loans deemed to be so repaid shall no longer be outstanding as Swingline Loans but shall be outstanding as Revolving Loans. If any portion of any such amount repaid (or deemed to be repaid) to the Swingline Bank shall be recovered by or on behalf of Borrower from the Swingline Bank in any bankruptcy, insolvency or similar proceeding or otherwise, the loss of the amount so recovered shall be shared ratably among all the Banks based on each Bank’s Pro Rata Share. (e) If, as updated a result of any bankruptcy, insolvency or similar proceeding with respect to Borrower, Revolving Loans are not made pursuant to Section 2.02(d) in writing an amount sufficient to repay any amounts owed to the Swingline Bank in respect of any outstanding Swingline Loans, or if the Swingline Bank is otherwise precluded for any reason from giving a notice on behalf of Borrower as provided for hereinabove, the Swingline Bank shall be deemed to have sold without recourse, representation or warranty, and each Bank shall be deemed to have purchased and hereby agrees to purchase, a participation in such outstanding Swingline Loans in an amount equal to its Pro Rata Share at such time of the unpaid amount thereof together with accrued interest thereon. Upon one (1) Business Day’s prior notice from the Swingline Bank, each Bank (other than the Swingline Bank) will make available its Pro Rata Share of such Revolving Loan, in Dollars and in funds immediately available in Charlotte, North Carolina to the Administrative Agent. To the extent the Banks have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Bank in like funds as received by the Company Administrative Agent. In the event any such Bank fails to make available to the Administrative Agent the amount of such Bank’s participation as provided in this Section 2.02(e), the Swingline Bank shall be entitled to recover such amount on demand from such Bank, together with interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Bank until the date such amount is made available to the Swingline Bank at the Fed Funds Rate for the first three (3) Business Days and thereafter at the Adjusted Base Rate applicable to Revolving Loans. Promptly following its receipt of any payment by or on behalf of Borrower in respect of a Swingline Loan, the Swingline Bank will pay to each Bank that has acquired a participation therein such Bank’s Pro Rata Share of such payment. (f) Notwithstanding any provision of this Agreement to the contrary, the obligation of each Bank (other than the Swingline Bank) to make Revolving Loans for the purpose of repaying any Refunded Swingline Loans pursuant to Section 2.02(d) and each such Bank’s obligation to purchase a participation in any unpaid Swingline Loans pursuant to Section 2.02(e) shall be absolute and unconditional and shall not be affected by any circumstance or event whatsoever, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such Bank may have against the Swingline Bank, the Administrative Agent, Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default, (iii) the failure of the amount of such borrowing of Revolving Loans to meet the minimum borrowing amount specified in Section 2.01(a), or (iv) the failure of any conditions set forth in Section 4.02 or elsewhere herein to be satisfied. (g) The obligations of the Banks hereunder to make Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to Section 9.03(c) are several and not joint. The failure of any Bank to make any Loan, to fund any such participation or to make any such payment on any date shall not relieve any other Bank of its corresponding obligation, if any, hereunder to do so on such date, but no Bank shall be responsible for the failure of any other Bank to so make its Loan, purchase its participation or to make any such payment required hereunder. (h) Each Bank may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of Borrower to repay such Loan to or for the account of such Bank in accordance with the terms of this Agreement. (i) Borrower hereby irrevocably authorizes the Administrative Agent to rely on telephonic, telegraphic, telecopy, telex or written instructions of any person identifying himself or herself as one of the individuals listed on Schedule 2.02 attached hereto (or any other individual from time to time) time authorized to act on behalf of Borrower pursuant to a resolution adopted by the Board of Directors of Borrower and certified by the Secretary of Borrower and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche) (the “Authorized Individuals”) with respect to any request to make a Loan or a repayment hereunder, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such Advance, on any signature which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) believes to be genuine, and Borrower shall be bound thereby in the case of a Clearing Member Customer Gold Warrant Advance same manner as if such individual were actually authorized or such signature were genuine; provided that the Administrative Agent shall not be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice obligated under any circumstances to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company forward amounts to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company any account not listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from Account Designation Letter. Borrower may at any time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition previous Account Designation Letter. Borrower also hereby agrees to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, defend and indemnify the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline each Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), hold the Administrative Agent mayand each Bank harmless from and against any and all claims, demands, damages, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) relating to or arising out of or in connection with the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsacceptance of instructions for making Loans or repayments under this Agreement.

Appears in 3 contracts

Samples: Loan Agreement (Laclede Gas Co), Loan Agreement (Laclede Group Inc), Loan Agreement (Laclede Group Inc)

Method of Borrowing. (a) To In order to request an Advance any Borrowing hereunder, the Company shall: Borrower shall hand deliver or telecopy to Administrative Agent a duly completed Request for Borrowing (i) give notification by telephone prior to 10:00 a.m. (which notification shall be made on Central time) at least one (1) Business Day before the Borrowing DateDate of a proposed Adjusted Base Rate Borrowing, may be made either before or after delivery of the Advance Request referred to in clause and (ii) below and prior to 10:00 a.m. (Central time) at least three (3) Eurodollar Business Days before the Borrowing Date of a proposed Eurodollar Borrowing. Each such Request for Borrowing shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested substantially in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E B hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1A) the aggregate amount of the requested Advancewhether such Borrowing is to be an Adjusted Base Rate Borrowing or a Eurodollar Borrowing; (2B) the date Borrowing Date of such AdvanceBorrowing, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) Day in the case of an Advance (other than Adjusted Base Rate Borrowing, or a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) Eurodollar Business Day in the case of an Advance a Eurodollar Borrowing; (other than a Clearing Member Customer Gold Warrant AdvanceC) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or aggregate amount of such Borrowing; (zD) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit AccountsEurodollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period; (E) the Outstanding Revolving Credit exposure on the date thereof; and (BF) a notice the pro forma Outstanding Revolving Credit exposure (giving effect to the Collateral Agent and Collateral Monitoring Agent requested Borrowing). (b) Upon receipt of a Request for Borrowing described in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”Section 2.2(a), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds promptly notify each Bank (as applicable) of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), contents thereof and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of the Borrowing to be loaned by such Bank pursuant thereto, and such Request for Borrowing shall not thereafter be revocable by Borrower. (c) Not later than 12:00 noon (Central time) on the date of each Borrowing, each Bank shall make available its Applicable Tranche Commitment. In the event the Company is unable Commitment Percentage of such Borrowing, in funds immediately available to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent mayat its address set forth on Schedule 1 hereto. Unless Administrative Agent determines that any applicable condition specified in Section 6.2 has not been satisfied, Administrative Agent will make the funds so received from Banks available to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsBorrower at Administrative Agent’s aforesaid address.

Appears in 3 contracts

Samples: Credit Agreement (Laredo Petroleum, Inc.), Credit Agreement (Laredo Petroleum - Dallas, Inc.), Credit Agreement (Laredo Petroleum Holdings, Inc.)

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective applicable currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (76) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, Agent or (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accountsinstitution; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methods.

Appears in 3 contracts

Samples: Credit Agreement (Cme Group Inc.), Credit Agreement (Cme Group Inc.), Credit Agreement (Cme Group Inc.)

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: shall (i) give notification notification, by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) ), to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency Advance that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), , (ii) deliver, by facsimile and by email (or, if the Advance Request Confirmation shall have been made prior to the Applicable Borrower Notice Deadline: Advance Notice, by facsimile or email), not later than 4:45 p.m. (New York City time) on any Business Day, (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H I attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Investment Bank Loan Operations – North America department of the Administrative AgentAgent and shall specify whether the requested Loans are being designated as Settlement Loans, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable TrancheGFX Loans or as CMECE Loans and, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Settlement Loans, whether the Settlement Loans are being designated as Clearing Member Customer Gold Warrant Advance) Fund Pool Loans or Company Pool Loans for the purpose of calculations relating to be made in U.S. Dollarsthe Borrowing Base and, Canadian Dollarsif the Settlement Loans are being designated as Clearing Fund Pool Loans, Euro or Sterlingspecifying the applicable Clearing Business, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I J attached hereto detailing the Collateral pledged by the Company to secure the requested Advance Loans (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent Investment Bank Loan Operations – North America and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to Treasury & Securities Services – Wall Street Support departments of the Collateral Agent’s Office , and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Swingline Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereofthereof and, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an a Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of, its Commitment. (b) Immediately following the earlier of its Applicable Tranche Commitment. In an Advance Request Confirmation or the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwisedelivery of an Advance Request in accordance with Section 3.1(a), the Administrative Agent mayshall notify each Bank in writing, by facsimile or email, of the Company’s request for an Advance and such Bank’s pro rata share of the Advance (any such notice, a “Bank Notice”) and the Administrative Agent and the Collateral Agent shall, as applicable, subject to the extent commercially reasonable satisfaction of the applicable conditions precedent set forth in Article V, not later than 5:45 p.m. (New York City time) (i) determine the Market Value of the applicable Clearing Fund Collateral Pool or the Company Collateral Pool, as applicable, and following telephone notices to determine the corresponding Borrowing Base, (ii) notify the Company, by telephone, at the contact information provided in the Advance Request, of the Collateral Agent’s determination of the Market Value of the applicable Collateral Pool and the corresponding Borrowing Base and whether such applicable Collateral Pool is sufficient for the corresponding Borrowing Base to collateralize the Company’s requested Advance (after giving effect to any concurrent redesignation pursuant to Section 2.13) and (iii) using the proceeds provided by the Banks pursuant to Section 4.1, or any additional proceeds that may be provided on behalf of the Banks by the Administrative Agent as provided in this Agreement, make available to the Company requesting samein immediately available funds the requested Advance (or, agree if such Collateral Pool is not then sufficient to accept collateralize the requested Advance as required hereby, the portion thereof that is so collateralized by such notices via other electronic delivery methodsCollateral Pool). In the event that the applicable Collateral Pool is not sufficient to so collateralize the requested Advance, the Collateral Agent shall notify the Company thereof and the Company may post additional Collateral to the applicable Collateral Pool within one Business Day of such notice (including, without limitation, by withdrawing any Company Security in accordance with Section 2.9(b) and posting such Company Security as additional Collateral with respect to the applicable Clearing Fund Collateral Pool); upon the posting of such additional Collateral to the applicable Collateral Pool, the Administrative Agent shall make available to the Company a corresponding amount of the funds deposited by the Banks in accordance with Section 4.1. In the event that the Company fails to post sufficient additional Collateral to the applicable Collateral Pool to collateralize the requested Advance as required hereby within one Business Day following such notice from the Collateral Agent of the insufficiency of the applicable Collateral Pool, the Administrative Agent shall return any excess proceeds provided by the Banks to the Banks ratably in accordance with the amounts funded by each Bank. (c) If an Advance Request is made in respect of Covering Swingline Loans, (i) the portion thereof made available to the Administrative Agent and not required to cover for Revolving Loans shall be promptly returned to the applicable Swingline Banks on a pro rata basis in accordance with the respective amounts made available by such Swingline Banks and (ii) the proceeds of Revolving Loans subsequently made available to the Administrative Agent shall be distributed to such Swingline Banks as a prepayment of the principal of such Covering Swingline Loans, with such distribution to be made to such Swingline Banks on such a pro rata basis. Any Covering Swingline Loans made available to the Administrative Agent, whether or not subsequently made available to the Company, shall earn interest, payable by the Company, until the next Business Day at the Federal Funds Rate plus 1.25% per annum. Each Swingline Lender that makes any Covering Swingline Loan which is not made available to the Company and is promptly returned as contemplated above shall be entitled to compensation for such Covering Swingline Loan from the Company as determined by such Swingline Lender in accordance with its customary practices (provided that any such compensation shall not exceed the interest payable in respect of any Advance until the next Business Day pursuant to Section 3.3); and any Covering Swingline Loan which is made available to the Company shall earn interest, payable by the Company, in accordance with Section 3.3.

Appears in 2 contracts

Samples: Credit Agreement (Cme Group Inc.), Credit Agreement (Cme Group Inc.)

Method of Borrowing. (a) To request an Advance hereunderBorrower shall give notice (a “Notice of Revolving Credit Borrowing”) to the Lender by 10:00 a.m. (St. Louis time) on the Domestic Business Day of each Revolving Credit Loan to be made to Borrower, the Company shallspecifying: (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such AdvanceRevolving Credit Loan, which shall be a Domestic Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7ii) the location and number aggregate principal amount of such Revolving Credit Loan. Such Notice of Revolving Credit Borrowing may be delivered by fax or e-mail, or by telephone. (b) A Notice of Revolving Credit Borrowing shall not be revocable by Borrower. (c) Not later than 2:00 p.m. (St. Louis time) on the Company’s account date of each Revolving Credit Loan, Lender shall make available such Revolving Credit Loan, in Federal or other funds immediately available in St. Louis, Missouri, to which the Borrower by crediting such funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a demand deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andBorrower at Lender. (Bd) a notice Borrower hereby irrevocably authorizes Lender to rely on telephonic, telegraphic, telecopy, telex or written instructions of any person identifying himself or herself as one of the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I individuals listed on Schedule 2.02 attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company or any other individual from time to time) time authorized to act on behalf of Borrower pursuant to a resolution adopted by the Board of Directors of Borrower and certified by the Secretary of Borrower and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s OfficeLender) (each, and (iiian “Authorized Person”) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and any request to make Applicable Tranche Swingline Loans and the respective amounts thereofa Revolving Credit Loan or a repayment hereunder, and (2) on any signature which the Lender believes to be genuine, and Borrower shall be bound thereby in the same manner as if such Applicable Tranche Swingline Loans are being requested on individual were actually indemnify the same day as Lender and to hold the Lender harmless from and against any Applicable Tranche Revolving Loansand all claims, whether such Applicable Tranche Swingline Loans are demands, damages, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) relating to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent or arising out of or in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, connection with the proceeds made available to it in respect acceptance of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans instructions purportedly given by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Authorized Person for making Revolving Credit Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsrepayments hereunder.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Accentia Biopharmaceuticals Inc), Revolving Credit Agreement (Accentia Biopharmaceuticals Inc)

Method of Borrowing. (a) To request an Advance hereunderIn order to make a borrowing of Loans (other than borrowings involving continuations or conversions of outstanding Loans, the Company shall: (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject pursuant to Section 3.5(b2.04), the Borrower shall give notice (a “Notice of Borrowing”) substantially in the form of Exhibit B-1 to the Administrative Agent by 11:00 a.m. (New York time) on the Business Day of each Base Rate Loan to be made to the Borrower, and by 11:00 a.m. (New York time) at least three (3) Business Days before each Term SOFR Loan to be made to the Borrower, specifying: (i) the date of such Loan, which shall be the Closing Date; (ii) the aggregate principal amount of such Loan; (iii) the initial Type of the Loan, provided that if the Advance Request has been or will Borrower shall have failed to designate the Type of such Loan, the Borrower shall be delivered deemed to have requested a borrowing comprised of Base Rate Loans; and (iv) in the case of a Term SOFR Loan, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, provided that if the Borrower shall have failed to select the duration of the applicable Interest Period, then the Borrower shall be deemed to have selected an Interest Period with a duration of one month. (b) Not later than 2:00 p.m. (New York time) on the date of each Loan, each Bank shall make available its Pro Rata Share of such Loan, in Dollars and in funds immediately available to the Administrative Agent and, if not yet delivered, at its address specified in Schedule 9.04. The Administrative Agent will make the amount of funds so received from the Advance, Banks available to the Applicable Tranche Borrower immediately thereafter at the Administrative Agent’s aforesaid address by crediting such funds to the deposit account specified by the Borrower on the Account Designation Letter (or such other account mutually agreed upon in writing between the Administrative Agent and the respective currency Borrower). The Administrative Agent shall not be required to make any amount available to Borrower hereunder except to the extent the Administrative Agent shall have received such amounts from the Banks as set forth herein, provided, however, that will be requested in such Advance Request (such telephone notification, unless the “Advance Request Confirmation”), (ii) deliver, Administrative Agent shall have been notified by email a Bank prior to the Applicable Borrower Notice Deadline: (A) time a notice Loan is to the Administrative Agent be made hereunder that such Bank does not intend to make its Pro Rata Share of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered Loan available to the Administrative Agent, as updated the Administrative Agent may assume that such Bank has made such Pro Rata Share available to the Administrative Agent prior to such time, and the Administrative Agent may in writing reliance upon such assumption, but shall not be required to, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Bank and the Administrative Agent has made such amount available to the Borrower, the applicable Bank and the Borrower severally agree to pay to the Administrative Agent forthwith and on demand such corresponding amount, together with interest thereon in respect of each day during the period from and including the date such amount was made available to the Borrower to but excluding the date the Administrative Agent recovers such amount at (i) in the case of a payment to be made by such Bank, the greater of the Federal Funds Effective Rate and a rate determined by the Company Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the Borrower, the Adjusted Base Rate. (c) The obligations of the Banks hereunder to make Loans and to make payments pursuant to Section 9.03(c) are several and not joint. The failure of any Bank to make any Loan, to fund any such participation or to make any such payment on any date shall not relieve any other Bank of its corresponding obligation, if any, hereunder to do so on such date, but no Bank shall be responsible for the failure of any other Bank to so make its Loan or to make any such payment required hereunder. (d) Each Bank may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Bank in accordance with the terms of this Agreement. (e) The Borrower hereby irrevocably authorizes the Administrative Agent to rely on telephonic, telegraphic, facsimile, telex or written instructions of any person identifying himself or herself as one of the individuals listed on Schedule 2.02 attached hereto (or any other individual from time to time) time authorized to act on behalf of the Borrower pursuant to a resolution adopted by the Board of Directors of the Borrower and certified by the Secretary of the Borrower and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche) (the “Authorized Individuals”) with respect to any request to make a Loan or a repayment hereunder, and on any signature which the Administrative Agent believes to be genuine, and the Borrower shall specify: be bound thereby in the same manner as if such individual were actually authorized or such signature were genuine; provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed on an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. The Borrower also hereby agrees to defend and indemnify the Administrative Agent and each Bank and hold the Administrative Agent and each Bank harmless from and against any and all claims, demands, damages, liabilities, losses, costs and expenses (1including, without limitation, reasonable attorneys’ fees and expenses) relating to or arising out of or in connection with the aggregate amount acceptance of instructions for making Loans or repayments under this Agreement; provided that the Administrative Agent and each Bank will not have any right to indemnification for any of the requested Advance; (2) foregoing to the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with extent resulting from the Administrative Agent’s or such Bank’s own fraud, (y) gross negligence or willful misconduct or a material breach in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with bad faith by the Administrative Agent or another financial institution or (z) such Bank of its obligations hereunder, in the each case as determined by a final non-appealable judgment of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form court of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodscompetent jurisdiction.

Appears in 2 contracts

Samples: Loan Agreement (Spire Missouri Inc), Loan Agreement (Spire Missouri Inc)

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: In order to make a borrowing of Revolving Loans (other than (i) give notification by telephone (borrowings of Swingline Loans, which notification shall be made on the Borrowing Datepursuant to Section 2.02(c), may be made either before or after delivery of the Advance Request referred to in clause (ii) below and borrowings for the purpose of repaying Refunded Swingline Loans, which shall be subject made pursuant to Section 3.5(b2.02(d), (iii) borrowings for the purpose of paying unpaid Reimbursement Obligations, which shall be made pursuant to Section 3.05, and (iv) borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.04), the applicable Borrower shall give notice (each, a “Notice of Borrowing”) substantially in the form of Exhibit B-1 to the Administrative Agent by 11:00 a.m. (Charlotte time) on the Business Day of each Base Rate Loan to be made to such Borrower, and by 11:00 a.m. (Charlotte time) at least three (3) Business Days before each LIBOR Loan to be made to such Borrower, specifying: (i) the date of such Revolving Loan, which shall be a Business Day during the Revolving Credit Period; (ii) the aggregate principal amount of such Revolving Loan; (iii) the initial Type of the Loan, provided that if such Borrower shall have failed to designate the Advance Request has been or will Type of such Loan, such Borrower shall be delivered deemed to have requested a borrowing comprised of Base Rate Loans; and (iv) in the case of a LIBOR Loan, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, provided that if such Borrower shall have failed to select the duration of the applicable Interest Period, then such Borrower shall be deemed to have selected an Interest Period with a duration of one month. (b) Not later than 2:00 p.m. (Charlotte time) on the date of each Revolving Loan, each Bank shall make available its Pro Rata Share of such Revolving Loan, in Dollars and in funds immediately available to the Administrative Agent andat its address specified in Schedule 9.04. The Administrative Agent will make the funds so received from the Banks available to the applicable Borrower immediately thereafter at the Administrative Agent’s aforesaid address by crediting such funds to the deposit account specified by such Borrower on its Account Designation Letter (or such other account mutually agreed upon in writing between the Administrative Agent and such Borrower). The Administrative Agent shall not be required to make any amount available to the applicable Borrower hereunder except to the extent the Administrative Agent shall have received such amounts from the Banks as set forth herein, if not yet deliveredprovided, however, that unless the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, Administrative Agent shall have been notified by email a Bank prior to the Applicable Borrower Notice Deadline: (A) time a notice Loan is to the Administrative Agent be made hereunder that such Bank does not intend to make its Pro Rata Share of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered Loan available to the Administrative Agent, as updated the Administrative Agent may assume that such Bank has made such Pro Rata Share available to the Administrative Agent prior to such time, and the Administrative Agent may in writing reliance upon such assumption, but shall not be required to, make available to the applicable Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Bank and the Administrative Agent has made such amount available to the applicable Borrower, the applicable Bank and applicable Borrower severally agree to pay to the Administrative Agent forthwith and on demand such corresponding amount, together with interest thereon in respect of each day during the period from and including the date such amount was made available to such Borrower to but excluding the date the Administrative Agent recovers such amount at (i) in the case of a payment to be made by such Bank, the greater of the Fed Funds Rate and a rate determined by the Company Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by such Borrower, the Adjusted Base Rate. (c) In order to make a borrowing of a Swingline Loan, the applicable Borrower will give the Administrative Agent and the Swingline Bank written notice not later than 11:00 a.m., Charlotte time, on the date of such borrowing. Each such notice (each, a “Notice of Swingline Borrowing”) shall be substantially in the form of Exhibit B-2, shall be irrevocable and shall specify (i) the principal amount of the Swingline Loan to be made pursuant to such borrowing (which shall not be less than $100,000 and, if greater, shall be in an integral multiple of $100,000 in excess thereof (or, if less, in the amount of the Unutilized Swingline Commitment)) and (ii) the date of such Swingline Loan, which shall be a Business Day during the Revolving Credit Period, but not later than fourteen (14) Business Days prior to the Swingline Maturity Date. Not later than 2:00 p.m., Charlotte time, on the date of the Swingline Loan, the Swingline Bank will make available an amount equal to the amount of such Swingline Loan, in Dollars and in funds immediately available in Charlotte, North Carolina to the Administrative Agent. To the extent the Swingline Bank has made such amount available to the Administrative Agent as provided hereinabove, the Administrative Agent will make such amount available to the applicable Borrower in like funds as received by the Administrative Agent. (d) With respect to any outstanding Swingline Loans, the Swingline Bank may at any time (whether or not an Event of Default has occurred and is continuing) in its sole and absolute discretion, and is hereby authorized and empowered by the applicable Borrower to, cause a borrowing of Revolving Loans to be made for the purpose of repaying such Swingline Loans by delivering to the Administrative Agent (if the Administrative Agent is not also the Swingline Bank) and each other Bank (on behalf of, and with a copy to, the Borrowers), not later than 11:00 a.m., Charlotte time, on the proposed date of such Revolving Loan, a notice (which shall be deemed to be a Notice of Borrowing given by the applicable Borrower) requesting the Banks to make Revolving Loans (which shall be made initially as Base Rate Loans) on such date in an aggregate amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date such notice is given that the Swingline Bank requests to be repaid. Not later than 2:00 p.m., Charlotte time, on the requested date of such Revolving Loans, each Bank (other than the Swingline Bank) will make available its Pro Rata Share of such Revolving Loan, in Dollars and in funds immediately available to the Administrative Agent at its address specified in Schedule 9.04. To the extent the Banks have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Bank in like funds as received by the Administrative Agent, which shall apply such amounts in repayment of the Refunded Swingline Loans. Notwithstanding any provision of this Agreement to the contrary, on the date of such Loan, the Refunded Swingline Loans (including the Swingline Bank’s Pro Rata Share thereof, in its capacity as a Bank) shall be deemed to be repaid with the proceeds of the Revolving Loans made as provided above (including a Revolving Loan deemed to have been made by the Swingline Bank), and such Refunded Swingline Loans deemed to be so repaid shall no longer be outstanding as Swingline Loans but shall be outstanding as Revolving Loans. If any portion of any such amount repaid (or deemed to be repaid) to the Swingline Bank shall be recovered by or on behalf of the applicable Borrower from the Swingline Bank in any proceeding under any Debtor Relief Law or otherwise, the loss of the amount so recovered shall be shared ratably among all the Banks based on each Bank’s Pro Rata Share. (e) If, as a result of any proceeding under any Debtor Relief Law with respect to any Borrower, Revolving Loans are not made pursuant to Section 2.02(d) in an amount sufficient to repay any amounts owed to the Swingline Bank in respect of any outstanding Swingline Loans, or if the Swingline Bank is otherwise precluded for any reason from giving a notice on behalf of the applicable Borrower as provided for hereinabove, the Swingline Bank shall be deemed to have sold without recourse, representation or warranty, and each Bank shall be deemed to have purchased and hereby agrees to purchase, a participation in such outstanding Swingline Loans in an amount equal to its Pro Rata Share at such time of the unpaid amount thereof together with accrued interest thereon. Upon one (1) Business Day’s prior notice from the Swingline Bank, each Bank (other than the Swingline Bank) will make available its Pro Rata Share of such Revolving Loan, in Dollars and in funds immediately available to the Administrative Agent at its address specified in Schedule 9.04. To the extent the Banks have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Bank in like funds as received by the Administrative Agent. In the event any such Bank fails to make available to the Administrative Agent the amount of such Bank’s participation as provided in this Section 2.02(e), the Swingline Bank shall be entitled to recover such amount on demand from such Bank, together with interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Bank until the date such amount is made available to the Swingline Bank at the Fed Funds Rate for the first three (3) Business Days and thereafter at the Adjusted Base Rate applicable to Revolving Loans. Promptly following its receipt of any payment by or on behalf of the applicable Borrower in respect of a Swingline Loan, the Swingline Bank will pay to each Bank that has acquired a participation therein such Bank’s Pro Rata Share of such payment. (f) Notwithstanding any provision of this Agreement to the contrary, the obligation of each Bank (other than the Swingline Bank) to make Revolving Loans for the purpose of repaying any Refunded Swingline Loans pursuant to Section 2.02(d) and each such Bank’s obligation to purchase a participation in any unpaid Swingline Loans pursuant to Section 2.02(e) shall be absolute and unconditional and shall not be affected by any circumstance or event whatsoever, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such Bank may have against the Swingline Bank, the Administrative Agent, any Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default, (iii) the failure of the amount of such borrowing of Revolving Loans to meet the minimum borrowing amount specified in Section 2.01(a), or (iv) the failure of any conditions set forth in Section 4.02 or elsewhere herein to be satisfied. (g) The obligations of the Banks hereunder to make Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to Section 9.03(c) are several and not joint. The failure of any Bank to make any Loan, to fund any such participation or to make any such payment on any date shall not relieve any other Bank of its corresponding obligation, if any, hereunder to do so on such date, but no Bank shall be responsible for the failure of any other Bank to so make its Loan, purchase its participation or to make any such payment required hereunder. (h) Each Bank may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan to or for the account of such Bank in accordance with the terms of this Agreement. (i) Each Borrower hereby irrevocably authorizes the Administrative Agent to rely on telephonic, telegraphic, facsimile, telex or written instructions of any person identifying himself or herself as one of the individuals listed on Schedule 2.02 attached hereto (or any other individual from time to time) time authorized to act on behalf of such Borrower pursuant to a resolution adopted by the Board of Directors of such Borrower and certified by the Secretary of such Borrower and delivered to the Administrative Agent’s Office applicable for ) (the “Authorized Individuals”) with respect to any request to make a Loan or a repayment by such Applicable TrancheBorrower hereunder, and on any signature which the Administrative Agent believes to be genuine, and such Borrower shall specify: be bound thereby in the same manner as if such individual were actually authorized or such signature were genuine; provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed on an Account Designation Letter. Each Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. Each Borrower also hereby agrees to defend and indemnify the Administrative Agent and each Bank and hold the Administrative Agent and each Bank harmless from and against any and all claims, demands, damages, liabilities, losses, costs and expenses (1including, without limitation, reasonable attorneys’ fees and expenses) relating to or arising out of or in connection with the aggregate amount acceptance of instructions for making Loans or repayments under this Agreement; provided that the Administrative Agent and each Bank will not have any right to indemnification for any of the requested Advance; (2) foregoing to the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with extent resulting from the Administrative Agent’s or such Bank’s own fraud, (y) gross negligence or willful misconduct or a breach in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with bad faith by the Administrative Agent or another financial institution or (z) such Bank of its obligations hereunder, in the case each case, as determined by a final non-appealable judgment of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form court of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodscompetent jurisdiction.

Appears in 2 contracts

Samples: Loan Agreement (Spire Alabama Inc), Loan Agreement (Laclede Gas Co)

Method of Borrowing. (a) To request an Advance hereunderThe Borrower shall give the Bank notice (a "Notice of Borrowing") at least three Euro-Dollar Business Days before each Euro-Dollar Borrowing, the Company shallspecifying: (i) give notification by telephone (the date of such Borrowing, which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”)a Euro-Dollar Business Day, (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s OfficeBorrowing, and (iii) give separate notificationthe duration of the Interest Period applicable thereto, by telephone, subject to the Collateral Agent that provisions of the Collateral definition of Interest Period; (b) A Notice has of Borrowing, once given, shall be irrevocable. The Bank shall be entitled to rely on any telephonic Notice of Borrowing which it believes in good faith to have been delivered given by a duly authorized officer or employee of the Borrower and any Advances made by the Bank based on such telephonic notice shall, when credited by the Bank to the Collateral Agent. Concurrently withregular deposit account maintained by the Borrower with the Bank, or shortly following, or in lieu of, its making be an Advance Request for all purposes hereunder. Not later than 2:00 p.m., Charlotte, North Carolina time, on the date specified for the Borrowing in respect the Notice of Applicable Tranche Revolving LoansBorrowing, the Company may also make an Advance Request Bank shall credit, in respect immediately available funds, the amount of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline such Borrowing to the regular deposit account maintained by the Borrower with the Bank. (c) All advances made as Base Rate Loans shall also specify be funded by the Bank in accordance with the Loan Access Agreement. (1d) If the Banks being requested Bank makes a new Advance hereunder on a day on which the Borrower is to act as repay all or any part of an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loansoutstanding Advance, the Administrative Agent Bank shall first, use apply the proceeds of its new Advance to make such repayment and only an amount equal to the Applicable Tranche Revolving Loans timely difference (if any) between the amount being borrowed and the amount being repaid shall be made available by the Bank to it the Borrower as provided in subsection (b) or (c) of this Section, or remitted by the Borrower to fund the requested Advance Bank as provided in Section 3.1(b)2.11, and secondas the case may be. (e) Notwithstanding anything to the contrary contained in this Agreement, fund no Euro-Dollar Borrowing may be made if there shall have occurred a Default or an Event of Default, which Default or Event of Default shall not have been cured or waived. (f) If the remaining portion Borrower is otherwise entitled under this Agreement to repay any Advance maturing at the end of the requested Advance, if any, an Interest Period applicable thereto with the proceeds made available of a new Borrowing, and the Borrower fails to it repay such Advance using its own moneys and fails to give a Notice of Borrowing in respect of one or more Applicable Tranche Covering Swingline Loansconnection with such new Borrowing, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank a new Borrowing shall be deemed to be made on the date such Advance matures in addition toan amount equal to the principal amount of the Advance so maturing, and the Advance comprising such new Borrowing shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsbe a Base Rate Loan.

Appears in 2 contracts

Samples: Credit Agreement (Bull Run Corp), Credit Agreement (Bull Run Corp)

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: (i) The Borrower shall give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount notice (a “Notice of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance RequestBorrowing”), which Advance Request shall be executed substantially in the form approved by an the Administrative Agent and separately provided to the Borrower, prior to 12:00 p.m. (New York City time) on the same day for a Base Rate Borrowing, prior to 11:00 a.m. (New York City time) at least two (2) U.S. Government Securities Business Days prior to each Term SOFR Borrowing and, if applicable pursuant to this Agreement, prior to 11:00 a.m. (New York City time) at least five (5) U.S. Government Securities Business Days prior to each Daily Simple SOFR Borrowing. Each Notice of Borrowing shall be signed by any authorized officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, Borrower and shall specify: (1) the aggregate amount of the requested Advance; (2i) the date of such Advancethe applicable Borrowing, which shall be a Business Day; (3ii) the Applicable Tranche under which aggregate principal amount of such Advance is requestedBorrowing; (4iii) whether the Loans comprising such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline LoanBorrowing are to be Base Rate Loans, Term SOFR Loans or, if applicable pursuant to this Agreement, Daily Simple SOFR Loans; (5iv) in the currency case of a Term SOFR Borrowing, the duration of the Loans Interest Period applicable thereto, subject to be borrowed (if the Company fails to specify a currency in an Advance Request, then provisions of the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”)definition of Interest Period; and (7v) the location and number of the CompanyBorrower’s account to which funds are to be disbursed. (b) Upon receipt of a Notice of Borrowing, which the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank’s ratable share of such Borrowing, and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (xc) Not later than 2:00 p.m. (New York City time) on the date of each Borrowing, each Bank shall (except as provided in paragraph (d) of this Section) make available its ratable share of such Borrowing in Dollars immediately available in New York, New York, to the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit Administrative Agent at such account of the Company’s maintained with Administrative Agent as shall be specified by it for such purpose from time to time. The Administrative Agent will make the funds so received by it from the Banks available to the Borrower, at the account of the Borrower specified in the applicable Notice of Borrowing, not later than 4:30 p.m. (New York City time) on the date of any relevant Borrowing. Unless the Administrative AgentAgent receives notice from a Bank, prior to the date of any Borrowing, stating that such Bank will not make a Loan in connection with such Borrowing, the Administrative Agent shall, in relation to the Banks, be entitled to assume that such Bank will make a Loan in connection with such Borrowing and, in reliance on such assumption, the Administrative Agent may (ybut shall not be obligated to) make available such Bank’s ratable share of such Borrowing to the Borrower for the account of such Bank. If the Administrative Agent makes any such Bank’s ratable share of a Borrowing available to the Borrower, the Administrative Agent shall promptly notify (which notice may be telephonic) the Borrower of the identity of the Bank for whom such funds were advanced and the amount of such advance. The Administrative Agent shall promptly notify (which notice may be telephonic) the Borrower of the details of any notice received from any Bank stating that any such Bank does not intend to make its ratable share of funds available in connection with any relevant Borrowing. If the case Administrative Agent makes such Bank’s ratable share available to the Borrower and such Bank does not in fact make its ratable share of an Advance (other than a Clearing Member Customer Gold Warrant Advance) such Borrowing available on such date and has not given notice to be made in a currency other than U.S. Dollarsthe Administrative Agent as provided above of such intention, Canadian Dollars, Euro or Sterling, the Administrative Agent shall be an entitled to recover such Bank’s ratable share from such Bank or the Borrower (and for such purpose shall be entitled to charge such amount to any account of the Borrower maintained with the Administrative Agent or another financial institution or upon prior notice to the Borrower), together with interest thereon for each day during the period from the date of such Borrowing until such sum shall be paid in full at a rate per annum equal to (zi) in the case of a Clearing Member Customer Gold Warrant Advance payment to be made by such Bank, the greater of the NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of a payment to be made by the Borrower, the interest rate applicable to such Borrowing; provided that any such payment by the Borrower of such Bank’s ratable share and interest thereon shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andwithout prejudice to any rights that the Borrower may have against such Bank. If the Administrative Agent does not exercise its option to advance funds for the account of such Bank, it shall forthwith notify the Borrower of such decision. (Bd) If any Bank makes a notice new Loan hereunder on a day on which the Borrower is to repay all or any part of an outstanding Loan from such Bank, such Bank shall apply the proceeds of its new Loan to make such repayment as a Refunding Loan and only an amount equal to the Collateral difference (if any) between the amount being borrowed and the amount of such Refunding Loan shall be made available by such Bank to the Administrative Agent and Collateral Monitoring Agent as provided in substantially the form paragraph (c) of Exhibit I attached hereto detailing the Collateral pledged this Section, or remitted by the Company Borrower to secure the Administrative Agent as provided in Section 2.12, as the case may be. (e) In the event that a Notice of Borrowing fails to specify whether the Loans comprising the requested Advance Borrowing are to be Base Rate Loans or Term SOFR Loans (a “Collateral Notice”or, if applicable pursuant to this Agreement, Daily Simple SOFR Loans), which Collateral Notice such Loans shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, made as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Base Rate Loans. An Advance Request in respect In the event that a Notice of Swingline Loans shall also Borrowing requesting a Term SOFR Borrowing fails to specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank Interest Period with respect to such Advance and make Applicable Tranche Swingline Loans and Borrowing, the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are Borrower shall be deemed to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, have selected an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving LoansInterest Period of one month’s duration. If the Borrower is otherwise entitled under this Agreement to repay any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, maturing at the Administrative Agent shall first, use end of an Interest Period applicable thereto with the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b)a new Borrowing, and secondthe Borrower fails to repay such Loans using its own moneys and fails to give a Notice of Borrowing in connection with such new Borrowing, fund a new Borrowing shall be deemed to be made on the remaining portion date such Loans mature in an amount equal to the principal amount of the requested AdvanceLoans so maturing, if any, with and the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank comprising such new Borrowing shall be in addition toBase Rate Loans. (f) Notwithstanding anything to the contrary contained herein, and including, without limitation, Section 2.01, there shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit be more than ten (10) Term SOFR Borrowings and/or Daily Simple SOFR Borrowings outstanding at any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsgiven time.

Appears in 2 contracts

Samples: Revolving Credit Facility Agreement (Home Depot, Inc.), 364 Day Revolving Credit Facility Agreement (Home Depot, Inc.)

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: (i) give notification by telephone (which notification Each Borrowing shall be made on a Business Day, upon notice from the Borrower to the Administrative Agent, given (i) in the case of a Borrowing Datethat is a Base Rate Advance, may be made either before or after delivery not later than 10:00 A.M. (New York City time) on the date of the Advance Request referred to in clause proposed Borrowing and (ii) below and shall be subject to Section 3.5(b)) to in the Administrative Agent case of a Borrowing that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the is a Eurodollar Rate Advance, not later than 11:00 A.M. (New York City time) on the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email third Business Day prior to the Applicable date of the proposed Borrowing. Each such notice of a Borrowing (a “Notice of Borrowing”) by the Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans shall be in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E A hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of specifying therein the requested Advance; (2A) the date of such AdvanceBorrowing, which shall be a Business Day; (3B) the Applicable Tranche under which such Type of Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained connection with the Administrative Agentsuch Borrowing, (yC) in the case aggregate amount of an Advance such Borrowing and (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (zD) in the case of a Clearing Member Customer Gold Warrant Advance Borrowing comprising Eurodollar Rate Advances, initial Interest Period for each such Advance. The Administrative Agent shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a give notice to each Lender promptly upon receipt of each Notice of Borrowing pursuant to this Section 2.02(a), the Collateral contents thereof and each such Lender’s Pro Rata Share of any Borrowing to be made pursuant thereto. Each Lender shall, before 1:00 P.M. (New York City time) on the date of such Borrowing in the case of Eurodollar Rate Advances, and 3:00 P.M. (New York City time) on the date of such Borrowing in the case of Base Rate Advances, make available to the Administrative Agent and Collateral Monitoring Agent for the account of the Borrower in substantially same day funds, the form proceeds of Exhibit I attached hereto detailing such Borrowing. Such Borrowing will then be made available to the Collateral pledged Borrower by the Company to secure Administrative Agent by crediting the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer account of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested Borrower on the same day as any Applicable Tranche Revolving Loans, whether books of such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, like funds as received by the Administrative Agent (or at such other location as may be agreed by the Borrower and the Administrative Agent). (b) Each Notice of Borrowing shall firstbe irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to comprise Eurodollar Rate Advances, use the proceeds Borrower shall indemnify the applicable Lender against any loss, cost or expense incurred by such Leader as a result of any failure of the Applicable Tranche Revolving Loans timely made available Borrower to it to fund fulfill on or before the requested Advance as provided date specified in Section 3.1(bsuch Notice of Borrowing for such Advances, the applicable conditions set forth in Article III, including, without limitation, any loss (excluding loss of anticipated profits), and second, fund the remaining portion cost or expense incurred by reason of the requested liquidation or redeployment of deposits or other funds acquired by such Lender as part of such Borrowing when such Advance is not made on such date. (c) Each Borrowing (whether for a Base Rate Advance or a Eurodollar Rate Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank ) shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the an aggregate principal amount of its Applicable Tranche Commitment. In the event the Company is unable to submit $5,000,000 or any multiple of $1,000,000 in excess thereof (except that any such notices via email (due to operational difficulties or otherwiseBorrowing may be in the aggregate amount of the unutilized Commitment on such date), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methods.

Appears in 2 contracts

Samples: Credit Agreement (American Water Works Company, Inc.), Credit Agreement (American Water Capital Corp.)

Method of Borrowing. (a) To request an Advance hereunderIn order to make a borrowing of Loans (other than borrowings involving continuations or conversions of outstanding Loans, the Company shall: (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject pursuant to Section 3.5(b2.04), the Borrower shall give notice (each, a “Notice of Borrowing”) substantially in the form of Exhibit B-1 to the Administrative Agent by 11:00 a.m. (New York time) on the Business Day of each Base Rate Loan to be made to the Borrower, and by 11:00 a.m. (New York time) at least three (3) Business Days before each LIBOR Loan to be made to the Borrower, specifying: (i) the date of such Loan, which shall be the Closing Date; (ii) the aggregate principal amount of such Loan; (iii) the initial Type of the Loan, provided that if the Advance Request has been or will Borrower shall have failed to designate the Type of such Loan, the Borrower shall be delivered deemed to have requested a borrowing comprised of Base Rate Loans; and (iv) in the case of a LIBOR Loan, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, provided that if the Borrower shall have failed to select the duration of the applicable Interest Period, then the Borrower shall be deemed to have selected an Interest Period with a duration of one month. (b) Not later than 2:00 p.m. (New York time) on the date of each Loan, each Bank shall make available its Pro Rata Share of such Loan, in Dollars and in funds immediately available to the Administrative Agent and, if not yet delivered, at its address specified in Schedule 9.04. The Administrative Agent will make the amount of funds so received from the Advance, Banks available to the Applicable Tranche Borrower immediately thereafter at the Administrative Agent’s aforesaid address by crediting such funds to the deposit account specified by the Borrower on the Account Designation Letter (or such other account mutually agreed upon in writing between the Administrative Agent and the respective currency Borrower). The Administrative Agent shall not be required to make any amount available to Borrower hereunder except to the extent the Administrative Agent shall have received such amounts from the Banks as set forth herein, provided, however, that will be requested in such Advance Request (such telephone notification, unless the “Advance Request Confirmation”), (ii) deliver, Administrative Agent shall have been notified by email a Bank prior to the Applicable Borrower Notice Deadline: (A) time a notice Loan is to the Administrative Agent be made hereunder that such Bank does not intend to make its Pro Rata Share of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered Loan available to the Administrative Agent, as updated the Administrative Agent may assume that such Bank has made such Pro Rata Share available to the Administrative Agent prior to such time, and the Administrative Agent may in writing reliance upon such assumption, but shall not be required to, make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Bank and the Administrative Agent has made such amount available to the Borrower, the applicable Bank and the Borrower severally agree to pay to the Administrative Agent forthwith and on demand such corresponding amount, together with interest thereon in respect of each day during the period from and including the date such amount was made available to the Borrower to but excluding the date the Administrative Agent recovers such amount at (i) in the case of a payment to be made by such Bank, the greater of the Fed Funds Rate and a rate determined by the Company Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by the Borrower, the Adjusted Base Rate. (c) The obligations of the Banks hereunder to make Loans and to make payments pursuant to Section 9.03(c) are several and not joint. The failure of any Bank to make any Loan, to fund any such participation or to make any such payment on any date shall not relieve any other Bank of its corresponding obligation, if any, hereunder to do so on such date, but no Bank shall be responsible for the failure of any other Bank to so make its Loan or to make any such payment required hereunder. (d) Each Bank may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan to or for the account of such Bank in accordance with the terms of this Agreement. (e) The Borrower hereby irrevocably authorizes the Administrative Agent to rely on telephonic, telegraphic, facsimile, telex or written instructions of any person identifying himself or herself as one of the individuals listed on Schedule 2.02 attached hereto (or any other individual from time to time) time authorized to act on behalf of the Borrower pursuant to a resolution adopted by the Board of Directors of the Borrower and certified by the Secretary of the Borrower and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche) (the “Authorized Individuals”) with respect to any request to make a Loan or a repayment hereunder, and on any signature which the Administrative Agent believes to be genuine, and the Borrower shall specify: be bound thereby in the same manner as if such individual were actually authorized or such signature were genuine; provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed on an Account Designation Letter. The Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. The Borrower also hereby agrees to defend and indemnify the Administrative Agent and each Bank and hold the Administrative Agent and each Bank harmless from and against any and all claims, demands, damages, liabilities, losses, costs and expenses (1including, without limitation, reasonable attorneys’ fees and expenses) relating to or arising out of or in connection with the aggregate amount acceptance of instructions for making Loans or repayments under this Agreement; provided that the Administrative Agent and each Bank will not have any right to indemnification for any of the requested Advance; (2) foregoing to the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with extent resulting from the Administrative Agent’s or such Bank’s own fraud, (y) gross negligence or willful misconduct or, pursuant to a claim initiated by the Borrower, a breach in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with bad faith by the Administrative Agent or another financial institution or (z) such Bank of its obligations hereunder, in the each case as determined by a final non-appealable judgment of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form court of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodscompetent jurisdiction.

Appears in 2 contracts

Samples: Loan Agreement (Spire Inc), Loan Agreement (Spire Missouri Inc)

Method of Borrowing. (a) To In order to request an Advance any Borrowing hereunder, the Company shall: Borrower shall hand deliver or telecopy to Administrative Agent a duly completed Request for Borrowing (i) give notification by telephone prior to 10:00 a.m. (which notification shall be made on Central time) at least one (1) Business Day before the Borrowing DateDate of a proposed Adjusted Base Rate Borrowing, may be made either before or after delivery of the Advance Request referred to in clause and (ii) below and prior to 10:00 a.m. (Central time) at least three (3) Eurodollar Business Days before the Borrowing Date of a proposed Eurodollar Borrowing. Each such Request for Borrowing shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested substantially in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E B hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1A) the aggregate amount of the requested Advancewhether such Borrowing is to be an Adjusted Base Rate Borrowing or a Eurodollar Borrowing; (2B) the date Borrowing Date of such AdvanceBorrowing, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) Day in the case of an Advance (other than Adjusted Base Rate Borrowing, or a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) Eurodollar Business Day in the case of an Advance a Eurodollar Borrowing; (other than a Clearing Member Customer Gold Warrant AdvanceC) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or aggregate amount of such Borrowing; (zD) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit AccountsEurodollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period; (E) the Outstanding Revolving Credit exposure on the date thereof; (F) the pro forma Outstanding Revolving Credit exposure (giving effect to the requested Borrowing); and (BG) after giving effect to such Borrowing, the Credit Parties, taken as a notice to the Collateral Agent and Collateral Monitoring Agent whole will be Solvent. (b) Upon receipt of a Request for Borrowing described in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”Section 2.2(a), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds promptly notify each Bank (as applicable) of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), contents thereof and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of the Borrowing to be loaned by such Bank pursuant thereto, and such Request for Borrowing shall not thereafter be revocable by Borrower. (c) Not later than 12:00 noon (Central time) on the date of each Borrowing, each Bank shall make available its Applicable Tranche Commitment. In the event the Company is unable Commitment Percentage of such Borrowing, in funds immediately available to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent mayat its address set forth on Schedule 1 hereto. Unless Administrative Agent determines that any applicable condition specified in Section 6.2 has not been satisfied, Administrative Agent will make the funds so received from Banks available to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsBorrower at Administrative Agent’s aforesaid address.

Appears in 2 contracts

Samples: Credit Agreement (Laredo Petroleum, Inc.), Credit Agreement (Laredo Petroleum, Inc.)

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: (i) give notification by telephone (which notification Each Borrowing shall be made on a Business Day, upon notice from the Borrower to the Administrative Agent, given (i) in the case of a Borrowing Datethat is a Base Rate Advance, may be made either before or after delivery not later than 1:00 P.M. on the date of the Advance Request referred to in clause proposed Borrowing and (ii) below and shall be subject to Section 3.5(b)) to in the Administrative Agent case of a Borrowing that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the is a Eurodollar Rate Advance, not later than 11:00 A.M. on the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email third Business Day prior to the Applicable date of the proposed Borrowing. Each such notice of a Borrowing (a “Notice of Borrowing”) by the Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans shall be in substantially the form of Exhibit H attached hereto (an “Advance Request”)A, which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of specifying therein the requested Advance; (2A) the date of such AdvanceBorrowing, which shall be a Business Day; (3B) the Applicable Tranche under which such Type of Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained connection with the Administrative Agentsuch Borrowing, (yC) in the case aggregate amount of an Advance such Borrowing and (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (zD) in the case of a Clearing Member Customer Gold Warrant Advance Borrowing comprising Eurodollar Rate Advances, initial Interest Period for each such Advance. The Administrative Agent shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a give notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form each Lender promptly upon receipt of Exhibit I attached hereto detailing the Collateral pledged by the Company each Notice of Borrowing pursuant to secure the requested Advance (a “Collateral Notice”this Section 2.02(a), which Collateral Notice shall the contents thereof and each such Lender’s Pro Rata Share of any Borrowing to be executed by an officer made pursuant thereto. Each Lender shall, before 1:00 P.M. on the date of such Borrowing (or 3:00 P.M. on the Company listed on an incumbency certificate (in substantially the form date of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank such Borrowing with respect to Base Rate Advances), make available to the Administrative Agent for the account of the Borrower in same day funds, the proceeds of such Advance and make Applicable Tranche Swingline Loans and Borrowing. Such Borrowing will then be made available to the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested Borrower by the Administrative Agent by crediting the account of the Borrower on the same day as any Applicable Tranche Revolving Loans, whether books of such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, like funds as received by the Administrative Agent (or at such other location as may be agreed by the Borrower and the Administrative Agent). (b) Each Notice of Borrowing shall firstbe irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to comprise Eurodollar Rate Advances, use the proceeds Borrower shall indemnify the applicable Lender against any loss, cost or expense incurred by such Lender as a result of any failure of the Applicable Tranche Revolving Loans timely made available Borrower to it to fund fulfill on or before the requested Advance as provided date specified in Section 3.1(bsuch Notice of Borrowing for such Advances, the applicable conditions set forth in Article III, including any loss (excluding loss of anticipated profits), and second, fund the remaining portion cost or expense incurred by reason of the requested liquidation or redeployment of deposits or other funds acquired by such Lender as part of such Borrowing when such Advance is not made on such date. (c) Each Borrowing (whether for a Base Rate Advance or a Eurodollar Rate Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank ) shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the an aggregate principal amount of its Applicable Tranche Commitment. In the event the Company is unable to submit $5,000,000 or any multiple of $1,000,000 in excess thereof (except that any such notices via email (due to operational difficulties or otherwiseBorrowing may be in the aggregate amount of the unutilized Commitment on such date), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methods.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (American Water Works Company, Inc.), Credit Agreement (American Water Works Company, Inc.)

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: (iRequests for borrowing pursuant to Section 2.2(b) give notification by telephone (which notification shall be made on the Borrowing Date, below may be made either before or after delivery by the Borrowers no more frequently than weekly and may only be made with respect to the funding of the Advance Request referred Plan for the period identified in the statement of projections of costs and cash flows delivered pursuant to Section 4.2(b) (which period shall in clause no event exceed two weeks) in respect of the request for borrowing made pursuant to Section 2.2(b). (iib) below With respect to each Loan made pursuant to Section 2.1 hereof, a Borrower shall have complied with Section 4.2(b) with respect to such request and shall be subject give the Lender a written notice of borrowing notifying the Lender of its request to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or borrow hereunder which notice will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request specify (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2i) the date of such Advancethe Loan, which date shall be a Business Day; , (3ii) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency principal amount of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to a detailed description of the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover purposes for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use which the proceeds of the Applicable Tranche Revolving Loans timely made available Loan are to it be used. The notice of borrowing shall be written and shall be accompanied by a certificate of an Authorized Officer certifying that (i) the proceeds of the Loan are to fund be used solely for the requested Advance as provided purposes described in Section 3.1(b)the notice, (ii) such purposes are in accordance with and in furtherance of the Plan, (iii) no Bankruptcy Event has occurred, and second(iv) no breach of this Agreement or the Security Agreement (or any representation or warranty made in any notice or document delivered pursuant hereto or thereto) has occurred. (c) The Lender shall have the right to accept or reject, fund in whole or in part, any request for borrowing based on the remaining portion Lender's determination that the Borrowers are not reasonably complying with, and making reasonable progress with respect to, the Plan, which determination may be made in Lender's sole and absolute discretion. Nothing in this Agreement or any other document and no course of dealing shall be deemed to imply any limitation on the discretionary and demand nature of the requested Advance, if any, with Loans or to require that the proceeds made available Lender give any notice of or reason for declining from time to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation time to make Applicable Tranche Revolving Loans ratably in proportion any Loan. (d) If a Borrower gives the notice required by Section 2.2(b) with respect to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email Loan before 1:00 p.m. (due to operational difficulties or otherwiseEastern Time), the Administrative Agent mayLender will accept or reject that request, in whole or in part, and to the extent commercially reasonable accepted, disburse the proceeds of the Loan to the Borrowers in immediately available funds (i) with respect to the initial request for borrowing hereunder, as soon as practicable thereafter and (ii) with respect to any subsequent request for borrowing, on the Business Day following telephone notices the date of receipt of such notice. The Lender will disburse all Loans to the Borrowers by deposit in the Company requesting same, agree to accept such notices via other electronic delivery methodsConcentration Account.

Appears in 2 contracts

Samples: Secured Demand Loan Facility (Calcomp Technology Inc), Secured Demand Loan Facility (Lockheed Martin Corp)

Method of Borrowing. (a) To request an Advance hereunderThe Borrower shall give the Agent notice (a “Notice of Borrowing”), which shall be substantially in the Company shallform of Exhibit D, prior to 12:00 P.M. (Noon) on the same day for a Base Rate Borrowing, and prior to 9:00 A.M. at least two (2) Business Days prior to each Euro-Dollar Borrowing, specifying: (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such AdvanceBorrowing, which shall be a Business Day;, (3ii) the Applicable Tranche under which aggregate principal amount of such Advance is requested;Borrowing, (4iii) whether the Syndicated Loans comprising such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans Borrowing are to be borrowed (if the Company fails to specify a currency in an Advance RequestBase Rate Loans or Euro-Dollar Loans, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ziv) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andEuro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (Bb) Upon receipt of a notice to Notice of Borrowing, the Collateral Agent shall promptly notify each Bank of the contents thereof and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged such Bank’s ratable share of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, andBorrower. (iiic) give separate notificationNot later than 2:00 P.M. on the date of each Syndicated Borrowing, by telephoneeach Bank shall (except as provided in paragraph (d) of this Section) make available its ratable share of such Syndicated Borrowing in Dollars immediately available in New York, New York, to the Collateral Agent that at its address referred to in Section 9.01. Unless any applicable condition specified in Article III has not been satisfied or waived, the Collateral Notice has been delivered Agent will make the funds so received from the Banks available to the Collateral Borrower at the Agent’s aforesaid address not later than 4:30 P.M. on the date of any relevant Syndicated Borrowing. Concurrently withUnless the Agent receives notice from a Bank, at the Agent’s address referred to in or shortly followingspecified pursuant to Section 9.01, or (i) in lieu ofthe case of a Base Rate Borrowing, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested no later than 1:30 P.M. on the same day as such Base Rate Borrowing and (ii) in the case of any Applicable Tranche Revolving Loansother type of Syndicated Borrowing, whether no later than 4:00 P.M. on the Business Day before the date of a Syndicated Borrowing, stating that such Applicable Tranche Swingline Loans are Bank will not make a Loan in connection with such Syndicated Borrowing, the Agent shall, in relation to cover the Banks, be entitled to assume that such Bank will make a Loan in connection with such Syndicated Borrowing and, in reliance on such assumption, the Agent may (but shall not be obligated to) make available such Bank’s ratable share of such Syndicated Borrowing to the Borrower for the account of such Bank. If the Agent makes any Applicable Tranche Revolving Loans not made such Bank’s ratable share of a Borrowing available to the Administrative Borrower, the Agent in a timely manner shall promptly notify (which notice may be telephonic) the Borrower of the identity of the Bank for whom such funds were advanced and the amount of such advance. The Agent shall promptly notify (which notice may be telephonic) the Borrower of the details of any notice received from any Bank stating that any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested Bank does not intend to make its ratable share of funds available in addition to such Applicable Tranche Revolving Loansconnection with any relevant Borrowing. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loansthe Agent makes such Bank’s ratable share available to the Borrower and such Bank does not in fact make its ratable share of such Syndicated Borrowing available on such date, the Administrative Agent shall firstbe entitled to recover such Bank’s ratable share from such Bank or the Borrower (and for such purpose shall be entitled to charge such amount to any account of the Borrower maintained with the Agent upon prior notice to the Borrower), use together with interest thereon for each day during the period from the date of such Syndicated Borrowing until such sum shall be paid in full at a rate per annum equal to the rate at which the Agent reasonably and in good faith determines that it obtained (or could have obtained) overnight federal funds to cover such amount for each such day during such period, provided that any such payment by the Borrower of such Bank’s ratable share and interest thereon shall be without prejudice to any rights that the Borrower may have against such Bank. If the Agent does not exercise its option to advance funds for the account of such Bank, it shall forthwith notify the Borrower of such decision. (d) If any Bank makes a new Syndicated Loan hereunder on a day on which the Borrower is to repay all or any part of an outstanding Syndicated Loan from such Bank, such Bank shall apply the proceeds of its new Syndicated Loan to make such repayment as a Refunding Loan and only an amount equal to the Applicable Tranche Revolving Loans timely difference (if any) between the amount being borrowed and the amount of such Refunding Loan shall be made available by such Bank to it the Agent as provided in paragraph (c) of this Section, or remitted by the Borrower to fund the requested Advance Agent as provided in Section 3.1(b)2.12, and secondas the case may be. (e) Notwithstanding anything to the contrary contained in this Agreement, fund including, without limitation Section 2.01, no Borrowing may be made if there shall have occurred or would occur as a result of such Borrowing, a Default or an Event of Default, which Default or Event of Default shall not have been cured or waived. (f) In the remaining portion event that a Notice of Borrowing fails to specify whether the requested AdvanceSyndicated Loans comprising such Syndicated Borrowing are to be Base Rate Loans or Euro-Dollar Loans, if any, such Syndicated Loans shall be made as Base Rate Loans. If the Borrower is otherwise entitled under this Agreement to repay any Syndicated Loans maturing at the end of an Interest Period applicable thereto with the proceeds made available of a new Syndicated Borrowing, and the Borrower fails to it repay such Syndicated Loans using its own moneys and fails to give a Notice of Borrowing in respect of one or more Applicable Tranche Covering Swingline Loansconnection with such new Syndicated Borrowing, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank a new Syndicated Borrowing shall be deemed to be made on the date such Syndicated Loans mature in addition toan amount equal to the principal amount of the Syndicated Loans so maturing, and the Syndicated Loans comprising such new Syndicated Borrowing shall be Base Rate Loans. (g) Notwithstanding anything to the contrary contained herein, including, without limitation, Section 2.01, there shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit be more than ten (10) Euro-Dollar Borrowings outstanding at any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsgiven time.

Appears in 2 contracts

Samples: Credit Agreement (Home Depot Inc), Credit Agreement (Home Depot Inc)

Method of Borrowing. (a) To request an The Borrower shall give the Agent notice (a "Notice of Borrowing"), which shall be substantially in the form of Exhibit E, prior to 10:00 A.M. (Atlanta, Georgia time) on the same Domestic Business Day for each Base Rate Borrowing and at least 3 Euro-Dollar Business Days before each Euro-Dollar Borrowing (except that, with respect to Tender Advances, if no such Notice of Borrowing is so given, such Tender Advance hereundershall be made as a Base Rate Borrowing), the Company shallspecifying: (i) give notification by telephone (the date of such Borrowing, which notification shall be made on a Domestic Business Day in the case of a Base Rate Borrowing Date, may be made either before or after delivery a Euro-Dollar Business Day in the case of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”)a Euro-Dollar Borrowing, (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance;such Borrowing, (2iii) whether the date of such Advance, which shall Borrowing is to be a Business Day;Base Rate Borrowing or a Euro-Dollar Borrowing, (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ziv) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andEuro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (Bb) Upon receipt of a notice to Notice of Borrowing, the Collateral Agent shall promptly notify each Bank of the contents thereof and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged such Bank's ratable share of such Borrowing and such Notice of Borrowing, once received by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing shall not thereafter be revocable by the Company from time Borrower. The Agent also shall notify each Bank of a Tender Advance to time) and delivered be made automatically pursuant to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, andSection 3.03(a)(iii). (iiic) give separate notificationNot later than two (2) hours following the time such notice is given on the date of each Tender Advance, by telephoneeach Bank shall (except as provided in paragraph (d) of this Section) make available its ratable share of such Tender Advance, in Federal or other funds immediately available in Atlanta, Georgia, to the Collateral Agent at its address determined pursuant to Section 10.01. The Agent will use the funds so received from the Banks for Tender Advances to pay the related Reimbursement Obligations. If any Bank does not in fact make its ratable share of such Tender Advance available on such date, the Agent shall be entitled to recover such Bank's ratable share from such Bank or the Borrower (and for such purpose shall be entitled to charge such amount to any account of the Borrower maintained with the Agent), together with interest thereon for each day during the period from the date of such Tender Advance until such sum shall be paid in full at a rate per annum equal to the rate at which the Agent determines that it obtained (or could have obtained) overnight Federal funds to cover such amount for each such day during such period, provided that (i) any such payment by the Borrower of such Bank's ratable share and interest thereon shall be without prejudice to any rights that the Collateral Notice Borrower may have against such Bank and (ii) until such Bank has been delivered paid its ratable share of such Tender Advance, together with interest pursuant to the Collateral Agent. Concurrently withforegoing, it will have no interest in or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank rights with respect to such Tender Advance and make Applicable Tranche Swingline Loans and for any purpose hereunder. (d) With respect to the respective amounts Refunding Loan of each Bank, such Bank shall apply the proceeds of its Refunding Loan to pay the Loan maturing or being converted on the date thereof, and no funds actually need be made available by such Bank to the Agent. (2e) Notwithstanding anything to the contrary contained in this Agreement, no Euro-Dollar Borrowing may be made if there shall have occurred a Default or an Event of Default, which Default or Event of Default shall not have been cured or waived, and all Loans shall be made as Base Rate Loans (but shall bear interest at the Default Rate, if applicable). (f) In the event that a Notice of Borrowing fails to specify whether the Loans comprising such Applicable Tranche Swingline Borrowing are to be Base Rate Loans are being requested on the same day as any Applicable Tranche Revolving or Euro-Dollar Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not shall be made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving as Base Rate Loans. If the Borrower is otherwise entitled under this Agreement to repay any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, maturing at the Administrative Agent shall first, use end of an Interest Period applicable thereto with the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b)a new Borrowing, and secondthe Borrower fails to repay such Loans using its own moneys and fails to give a Notice of Borrowing in connection with such new Borrowing, fund a new Borrowing shall be deemed to be made on the remaining portion date such Loans mature in an amount equal to the principal amount of the requested AdvanceLoans so maturing, if any, with and the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank comprising such new Borrowing shall be in addition toBase Rate Loans. (g) Notwithstanding anything to the contrary contained herein, and there shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit be more than 4 Euro-Dollar Borrowings outstanding at any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsgiven time.

Appears in 2 contracts

Samples: Reimbursement Agreement (Gables Residential Trust), Reimbursement Agreement (Gables Realty Limited Partnership)

Method of Borrowing. Whenever the Borrowers desire to receive an Advance, including the initial Advance, or to convert any portion of the outstanding Base Rate Loans into one or more LIBOR Borrowings (aa “Conversion”), or to continue all or any portion of an outstanding LIBOR Loan for another or additional LIBOR Period (a “Continuation”), Borrower Representative on behalf of the applicable Borrower shall give the Agent notice in writing (by telecopy or by telephone confirmed immediately in writing) To request in the form of a duly completed Exhibit D-1 (a “Notice of Borrowing”) duly executed by an Authorized Signatory, in the case of an Advance hereunderor Continuation of, or a Conversion into, a LIBOR Borrowing, three (3) Business Days before the Company shall: requested date of such Advance, Conversion or Continuation, and in the case of an Advance of a Base Rate Borrowing, not later than 11:00 a.m. (New York City time) on the Business Day before the requested date of such Advance (which shall be a Business Day). Such Notice of Borrowing shall specify (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount requested date of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans Conversion or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such AdvanceContinuation, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (zii) in the case of a Clearing Member Customer Gold Warrant Advance shall be one Conversion or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”)Continuation, which Collateral Notice shall existing Borrowings include the Loans or portions thereof to be executed affected by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E heretosuch Notice, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notificationthe amount of the Advances to be incurred, and/or the Borrowings to be created by telephonesuch Conversion or Continuation, to (iv) the Collateral Agent that Class of the Collateral Notice has been delivered to Loans comprising each requested Borrowing, (v) in the Collateral Agent. Concurrently withcase of a LIBOR Advance, Conversion or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving LoansContinuation, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds duration of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion LIBOR Period of the requested AdvanceBorrowing and (vi) such other information as the Agent shall request. If a request for a Conversion or Continuation is not timely made prior to the expiration of a LIBOR Period, if any, or is not made in accordance with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubtthis Section, the provision portions of Applicable Tranche Swingline the Loans by any Applicable Tranche Swingline Bank proposed to be affected thereby shall be in addition toconverted into, and or continued as, Base Rate Loans. Any Notice of Borrowing received after 2:00 p.m. (New York City time) shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to be deemed received on the amount following Business Day. Each Notice of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices Borrowing shall be irrevocable upon receipt by the Company requesting same, agree to accept such notices via other electronic delivery methodsAgent.

Appears in 2 contracts

Samples: Credit Agreement (Curative Health Services Inc), Credit Agreement (Curative Health Services Inc)

Method of Borrowing. (a) To request an Advance hereunderThe Borrower shall give the Administrative Agent notice (a "NOTICE OF BORROWING") not later than 10:30 A.M. (New York City time) on (i) the date of each Base Rate Borrowing, and (ii) the Company shallthird Euro-Dollar Business Day before each Euro-Dollar Borrowing, specifying: (i) give notification by telephone (the date of such Borrowing, which notification shall be made on a Domestic Business Day in the case of a Domestic Borrowing Date, may be made either before or after delivery a Euro-Dollar Business Day in the case of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”),a Euro-Dollar Borrowing; (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advancesuch Borrowing; (2iii) the date Class and initial Type of Loans comprising such AdvanceBorrowing provided, which however, that Borrower shall not be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans entitled to be borrowed (request any Borrowing that, if the Company fails to specify a currency made, would result in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by more than ten Euro-Dollar Borrowings outstanding hereunder at any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”)time; and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ziv) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andEuro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (Bb) Upon receipt of a notice to Notice of Borrowing, the Collateral Administrative Agent shall promptly notify each Lender participating therein of the contents thereof and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged such Lender's ratable share of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Company to secure Borrower. (c) Not later than 12:00 noon (New York City time) on the requested Advance date of each Borrowing, each Lender shall make available its ratable share of such Borrowing (a “Collateral Notice”determined in accordance with Section 2.01), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated Federal or other funds immediately available in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephoneNew York City, to the Collateral Administrative Agent at its address specified in or pursuant to Section 9.01. Unless the Administrative Agent determines in its reasonable judgment that any applicable condition specified in Article 3 has not been satisfied, the Collateral Notice has been delivered Administrative Agent will make the funds so received from the Lenders available to the Collateral Borrower at the Administrative Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect 's aforesaid address. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of Applicable Tranche Revolving Loans, the Company may also any Borrowing that such Lender will not make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to Lender's share of such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline LoansBorrowing, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely may assume that such Lender has made such share available to it to fund the requested Advance as provided Administrative Agent on the date of such Borrowing in accordance with subsection (c) of this Section 3.1(b), 2.02 and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent commercially reasonable that such Lender shall not have so made such share available to the Administrative Agent, such Lender and following telephone notices by the Company requesting same, Borrower severally agree to accept repay to the Administrative Agent forthwith on demand such notices via other electronic delivery methodscorresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.05 and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender's Loan included in such Borrowing for purposes of this Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Wiley John & Sons Inc), Credit Agreement (Wiley John & Sons Inc)

Method of Borrowing. (a) To request an Advance hereunderThe Borrower shall give the Administrative Agent notice substantially in the form of Exhibit E (a "Notice of Borrowing") not later than 11:00 A.M. (New York City time) on (x) the Domestic Business Day before each Base Rate Borrowing and (y) the third Euro-Dollar Business Day before each Euro-Dollar Borrowing (or, if the duration of the initial Interest Period applicable to such Borrowing is requested to be twelve months, the Company shallfifth Euro-Dollar Business Day before such Euro-Dollar Borrowing), specifying: (i) give notification by telephone (the date of such Borrowing, which notification shall be made on a Domestic Business Day in the case of a Base Rate Borrowing Date, may be made either before or after delivery a Euro-Dollar Business Day in the case of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”),a Euro-Dollar Borrowing; (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advancesuch Borrowing; (2iii) the date initial Type of Loans comprising such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”)Borrowing; and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ziv) in the case of a Clearing Member Customer Gold Warrant Advance Euro-Dollar Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. Notwithstanding the foregoing, no more than eight Groups of Euro-Dollar Loans shall be outstanding hereunder at any one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andtime, and any Borrowing which would exceed such limitation shall be made as a Base Rate Borrowing. (Bb) Upon receipt of a notice to Notice of Borrowing, the Collateral Administrative Agent shall promptly notify each Bank of the contents thereof and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged such Bank's ratable share of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Company to secure the requested Advance Borrower. (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate c) Not later than 1:00 P.M. (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to New York City time) and delivered to on the Collateral Agent’s Office and the Collateral Monitoring Agent’s Officedate of each Borrowing, and (iii) give separate notificationeach Bank shall make available its ratable share of such Borrowing, by telephonein Federal or other funds immediately available in New York City, to the Collateral Administrative Agent at its address referred to in Section 9.01. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, the Collateral Notice has been delivered Administrative Agent will make the funds so received from the Banks available to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect Borrower at the Borrower Account. (d) Unless the Administrative Agent shall have received notice from a Bank prior to the date of Applicable Tranche Revolving Loans, the Company may also any Borrowing that such Bank will not make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to Bank's share of such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline LoansBorrowing as required by the terms of this Agreement, the Administrative Agent may assume that such Bank has made such share available to the Administrative Agent on the date of such Borrowing in accordance with subsection (c) of this Section and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Bank shall firstnot have so made such share available to the Administrative Agent, use such Bank and the proceeds of Borrower severally agree to repay to the Applicable Tranche Revolving Loans timely Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at the Federal Funds Rate; provided that the Administrative Agent shall not demand repayment from the Borrower unless it to fund the requested Advance as provided in Section 3.1(b), shall have first demanded repayment from such Bank and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline such Bank shall have failed to repay. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement. (e) Nothing in subsection (d) shall be in addition to, and shall not deemed to relieve such any Bank from its obligation to fulfill its Commitment hereunder to make Applicable Tranche Revolving Loans ratably in proportion or to prejudice any right which the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit Borrower may have against any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsdefaulting Bank.

Appears in 2 contracts

Samples: Credit Agreement (Universal City Development Partners LTD), Credit Agreement (Universal City Development Partners LTD)

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective applicable currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by facsimile and by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, Agent or (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution institution; and (7) whether the requested Loans are being designated as Settlement Loans, as GFX Loans or (z) as CMECE Loans and, in the case of a Settlement Loans, whether the Settlement Loans are being designated as Clearing Member Customer Gold Warrant Advance shall be one Fund Pool Loans or more Company Pool Loans for the purpose of calculations relating to the Borrowing Base and, if the Settlement Loans are being designated as Clearing Member Customer Gold Warrant Advance Deposit Accounts; Fund Pool Loans, specifying the applicable Clearing Business, and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email facsimile (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methods.

Appears in 2 contracts

Samples: Credit Agreement (Cme Group Inc.), Credit Agreement (Cme Group Inc.)

Method of Borrowing. (a) a. To request an Advance hereunder, the Company shall: (i) i. give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet 136129539 delivered, the amount of the Advance, the Applicable Tranche and the respective applicable currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) . deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andand 136129539 (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) . give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methods.

Appears in 1 contract

Samples: Credit Agreement (Cme Group Inc.)

Method of Borrowing. 2.2.1. The Borrower shall give the Administrative Agent an irrevocable notice (a "Notice of Borrowing" or "Borrowing Notice" or "Borrowing Request"), in a form approved by the Administrative Agent and signed by the Borrower, not later than (a) To request in the case of a Eurodollar Advance, not later than 11:00 a.m., Houston time, three (3) Business Days before the date of such proposed Advance or (b) in the case of an Advance hereunderABR Borrowing, not later than 12:00 noon, Houston, Texas time, on the Company shalldate of such proposed Advance. Each Notice of Borrowing shall specify: (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such Advance, which shall be a Business Day, of such requested Advance; (3ii) the Applicable Tranche under which aggregate amount of such Advance is requestedrequested Advance; (4iii) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify an ABR Advance or a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Eurodollar Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ziv) in the case of a Clearing Member Customer Gold Warrant Eurodollar Advance, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term "Interest Period". If no election as to the Type of Advance is specified, then the requested Advance shall be an ABR Advance. If no Interest Period is specified with respect to any requested Eurodollar Advance, then the Borrower shall be deemed to have selected an Interest Period of one or more Clearing Member Customer Gold Warrant (1) month's duration. Each Notice of Borrowing shall constitute a representation by the Borrower that the amount of the requested Advance Deposit Accounts; andshall not cause the total principal of the Notes to exceed the Aggregate Commitment (i.e., the Borrowing Base then in effect). 2.2.2. Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender's share of the requested Advance, and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (Ba) a Each Lender shall make each Loan to be made by it hereunder on the proposed Borrowing Date thereof by wire transfer of immediately available funds by 1:00 p.m., Houston, Texas time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Collateral Lenders. The Administrative Agent and Collateral Monitoring Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in substantially like funds, to an account of the form of Exhibit I attached hereto detailing Borrower maintained at the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice Administrative Agent. Nothing herein shall be executed deemed to obligate any Lender to obtain the funds for its Loan in any particular place or manner or to constitute a representation by an officer of any Lender that it has obtained or will obtain the Company listed on an incumbency certificate funds for its Loan in any particular place or manner. (in substantially b) Unless the form of Exhibit E hereto, delivered Administrative Agent shall have received notice from a Lender prior to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent proposed date of any Advance that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also such Lender will not make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to Lender's Percentage Share of such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline LoansAdvance, the Administrative Agent shall firstmay assume that such Lender has made such share available on such date in accordance with Section 2.2.3 and may, use in reliance upon such assumption, make available to the proceeds Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the Applicable Tranche Revolving Loans timely applicable Advance available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to it the Borrower to fund but excluding the requested Advance as provided date of payment to the Administrative Agent, at (i) in Section 3.1(b)the case of such Lender, and second, fund the remaining portion greater of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans Federal Funds Effective Rate and a rate determined by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent mayin accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the extent commercially reasonable and following telephone notices by the Company requesting sameAdministrative Agent, agree to accept then such notices via other electronic delivery methodsamount shall constitute such Lender's Loan included in such Advance.

Appears in 1 contract

Samples: Credit Agreement (Pinnacle Gas Resources, Inc.)

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: (i) give notification notification, by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) ), to the Administrative Agent 50746764_11 that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective applicable currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by facsimile and by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent; and (7) whether the requested Loans are being designated as Settlement Loans, (y) as GFX Loans or as CMECE Loans and, in the case of an Advance (other than a Settlement Loans, whether the Settlement Loans are being designated as Clearing Member Customer Gold Warrant Advance) Fund Pool Loans or Company Pool Loans for the purpose of calculations relating to be made in a currency other than U.S. Dollarsthe Borrowing Base and, Canadian Dollarsif the Settlement Loans are being designated as Clearing Fund Pool Loans, Euro or Sterlingspecifying the applicable Clearing Business, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly 50746764_11 following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email facsimile (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methods.

Appears in 1 contract

Samples: Credit Agreement (Cme Group Inc.)

Method of Borrowing. Whenever the Borrower desires to receive an Advance, including the initial Advance, or to convert any portion of the outstanding Base Rate Loans into one or more LIBOR Borrowings (aa “Conversion”), or to continue all or any portion of an outstanding LIBOR Loan for another or additional LIBOR Period (a “Continuation”), it shall give the Administrative Agent notice in writing (by telecopy or by telephone confirmed immediately in writing) To request in the form of a duly completed Exhibit D-1 (a “Notice of Borrowing”) duly executed by an Authorized Signatory, in the case of an Advance hereunderor Continuation of, or a Conversion into, a LIBOR Borrowing, three (3) Business Days before the Company shall: requested date of such Advance, Conversion or Continuation, and in the case of an Advance of a Base Rate Borrowing, not later than 11:00 a.m. (New York City time) on the Business Day before the requested date of such Advance (which shall be a Business Day). Such Notice of Borrowing shall specify (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount requested date of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans Conversion or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such AdvanceContinuation, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (zii) in the case of a Clearing Member Customer Gold Warrant Advance shall be one Conversion or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”)Continuation, which Collateral Notice shall existing Borrowings include the Loans or portions thereof to be executed affected by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E heretosuch Notice, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notificationthe amount of the Advances to be incurred, and/or the Borrowings to be created by telephonesuch Conversion or Continuation, to (iv) the Collateral Agent that Class of the Collateral Notice has been delivered to Loans comprising each requested Borrowing, (v) in the Collateral Agent. Concurrently withcase of a LIBOR Advance, Conversion or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving LoansContinuation, the Company may also make an Advance Request in respect duration of Applicable Tranche Swingline Loans. An Advance Request in respect the LIBOR Period of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, Borrowing and (2vi) if such Applicable Tranche Swingline Loans are being requested on the same day other information as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall firstrequest. If a request for a Conversion or Continuation is not timely made prior to the expiration of a LIBOR Period, use or is not made in accordance with this Section, the proceeds portions of the Applicable Tranche Revolving Loans timely made available proposed to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank be affected thereby shall be in addition toconverted into, and or continued as, Base Rate Loans. Any Notice of Borrowing received after 2:00 p.m. (New York City time) shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to be deemed received on the amount following Business Day. Each Notice of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), Borrowing shall be irrevocable upon receipt by the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsAgent.

Appears in 1 contract

Samples: Credit Agreement (Medical Staffing Network Holdings Inc)

Method of Borrowing. (a) To In order to request an Advance any Borrowing hereunder, the Company shall: Borrower shall hand deliver or telecopy to Administrative Agent a duly completed Request for Borrowing (i) give notification by telephone prior to 10:00 a.m. (which notification shall be made Central time) on the Borrowing DateDate of a proposed Adjusted Base Rate Borrowing, may be made either before or after delivery of the Advance Request referred to in clause and (ii) below and prior to 11:00 a.m. (Central time) at least three (3) Eurodollar Business Days before the Borrowing Date of a proposed Eurodollar Borrowing. Each such Request for Borrowing shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested substantially in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E B hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1A) the aggregate amount of the requested Advancewhether such Borrowing is to be an Adjusted Base Rate Borrowing or a Eurodollar Borrowing; (2B) the date Borrowing Date of such AdvanceBorrowing, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) Day in the case of an Advance (other than Adjusted Base Rate Borrowing, or a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) Eurodollar Business Day in the case of an Advance a Eurodollar Borrowing; (other than a Clearing Member Customer Gold Warrant AdvanceC) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or aggregate amount of such Borrowing; (zD) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit AccountsEurodollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period; (E) the Outstanding Revolving Credit exposure on the date thereof; and (BF) a notice the pro forma Outstanding Revolving Credit exposure (giving effect to the Collateral Agent and Collateral Monitoring Agent in substantially requested Borrowing). Each Request for Borrowing shall constitute a representation by Borrower that the form amount of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance Borrowing shall not cause the total Outstanding Revolving Credit to exceed the Total Commitment (i.e., the least of (x) the Aggregate Maximum Credit Amounts, (y) the then effective Borrowing Base and (z) the then effective Aggregate Elected Commitment Amount). (b) Upon receipt of a “Collateral Notice”Request for Borrowing described in Section 2.2(a), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds promptly notify each Bank (as applicable) of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), contents thereof and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of the Borrowing to be loaned by such Bank pursuant thereto, and such Request for Borrowing shall not thereafter be revocable by Borrower. (c) Not later than 12:00 noon (Central time) on the date of each Borrowing, each Bank shall make available its Applicable Tranche Commitment. In the event the Company is unable Percentage of such Borrowing, in funds immediately available to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent mayat its address set forth on Schedule 1 hereto. Unless Administrative Agent determines that any applicable condition specified in Section 6.2 has not been satisfied, Administrative Agent will make the funds so received from Banks available to the extent commercially reasonable and following telephone notices Borrower at Administrative Agent’s aforesaid address or, if requested by the Company requesting sameBorrower, agree to accept by wire transfer of such notices via other electronic delivery methodsfunds as specified by Borrower.

Appears in 1 contract

Samples: Credit Agreement (Brigham Minerals, Inc.)

Method of Borrowing. (a) To request an Advance hereunderThe Borrower with respect to all Advances shall give the Agent a Notice of Borrowing, at least 1 Business Day prior to each Prime Rate Borrowing, and at least 3 LIBOR Business Days prior to each LIBOR Borrowing (all notices being effective on the Company shallday delivered so long as the Agent shall have received the required notice prior to 10:00 A.M. (Boise, Idaho time). Each Notice of Borrowing shall specify: (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such AdvanceBorrowing, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) Day in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro Prime Rate Borrowing or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) LIBOR Business Day in the case of an Advance a LIBOR Borrowing, (other than a Clearing Member Customer Gold Warrant Advanceii) the aggregate amount of such Borrowing, (iii) which portion of such Borrowing, is to be made in a currency other than U.S. DollarsPrime Rate Advance and which portion is to be a LIBOR Advance, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or and (ziv) in the case of a Clearing Member Customer Gold Warrant LIBOR Borrowing, the duration of the LIBOR Interest Period applicable thereto, subject to the provisions of the definition of LIBOR Interest Period. (b) Upon timely receipt of a Notice of Borrowing, the Agent shall on the same date of its receipt of the required Notice of Borrowing notify each Lender of the contents thereof and of such Lender's ratable share of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (c) Not later than 12:00 P.M. (local time of the Agent) on the date of each Borrowing each Lender shall (except as provided in paragraph (d) of this Section) make available its ratable share of such Borrowing, in Federal or other funds immediately available to the Agent at the location designated by the Agent. Unless the Agent has been notified by a Lender that the conditions precedent to any Borrowing have not been satisfied or that an Event of Default has occurred, the Agent will make the funds so received from the Lenders available to the Borrower. Unless the Agent receives notice from a Lender, no later than 12:00 P.M. (local time of the Agent) on the date of any such Borrowing stating that such Lender will not make an Advance in connection with the Borrower's request, the Agent shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice entitled to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure assume that such Lender will make the requested Advance and, in reliance on such assumption, the Agent may (a “Collateral Notice”), which Collateral Notice but shall not be executed by an officer obligated to) make available such Lender's ratable share of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered such requested Advance to the Collateral Borrower for the account of such Lender. If the Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to makes such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made Lender's ratable share available to the Administrative Borrower and such Lender does not in fact make its ratable share of such requested Advance available to Agent on such date, the Agent shall be entitled to recover such Lender's ratable share from such Lender or the Borrower (and for such purpose shall be entitled to charge such amount to any account of the Borrower maintained with the Agent), together with interest thereon for each day during the period from the date of such Borrowing until such sum shall be paid in a timely manner full. (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”d) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline LoansLender makes a new Advance hereunder on a day on which the Borrower is to repay all or any part of an outstanding Advance from such Lender, the Administrative Agent such Lender shall first, use apply the proceeds of its new Advance to make such repayment and only an amount equal to the Applicable Tranche Revolving Loans timely difference (if any) between the amount being borrowed and the amount being repaid shall be made available by such Lender to it the Agent. (e) Notwithstanding anything to fund the contrary contained in this Agreement, no Prime Rate Advance or LIBOR Advance may be made if there shall have occurred a Default or an Event of Default, which Default or Event of Default shall not have been cured or waived. (f) In the event any Notice of Borrowing fails to specify whether the requested Advance Advances are to be Prime Rate Advances or LIBOR Advances, such Advances shall be made as provided in Section 3.1(b), and second, fund Prime Rate Advances. If the remaining portion Borrower is otherwise entitled under this Agreement to repay any Advances maturing at the end of the requested Advance, if any, a LIBOR Interest Period applicable thereto with the proceeds made available of a new Advance, and Borrower fails to it repay such Advances using its own moneys and fails to give a Notice of Borrowing in respect connection with such new Borrowing or if a Default or Event of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank Default shall be in addition to, have occurred and shall not relieve have been cured or waived, a new Borrowing shall be deemed to be made on the date such Bank from its obligation to make Applicable Tranche Revolving Loans ratably Advances mature in proportion an amount equal to the principal amount of its Applicable Tranche Commitment. In the event Advances so maturing, and the Company is unable new Borrowing shall be Prime Rate Advances, PROVIDED, HOWEVER, that no such deemed Advance pursuant to submit the above clause shall constitute a cure or waiver of any such notices via email Default or Event of Default then in existence (due including without limitation the Default arising from the failure to operational difficulties repay the maturing Advance at the end of the Interest Period) or otherwise)a limitation of or restriction on the right of the Agent, at the Administrative Agent maydirection of the Lenders, to accelerate the extent commercially reasonable obligations of the Borrower hereunder and following telephone notices by impose any rights and remedies contained in Section 10. (g) Notwithstanding anything to the Company requesting samecontrary contained herein, agree to accept such notices via other electronic delivery methodsthere shall not be more than 6 LIBOR Advances per Lender at any given time.

Appears in 1 contract

Samples: Loan Agreement (First Interstate Bancsystem of Montana Inc)

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer The obligation of the Company listed on an incumbency certificate (in substantially to repay the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such Advance, which Revolving Loan shall be evidenced by a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged promissory note executed by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (Bank in substantially the form of Exhibit E heretoEXHIBIT "E" attached hereto (as the same may be amended, delivered to the Collateral Agent and the Collateral Monitoring Agentmodified, as updated in writing by the Company extended, renewed, supplemented, replaced and/or restated from time to time and at any time) , the "REVOLVING NOTE"). So long as no Event of Default or Unmatured Event of Default shall have occurred and delivered to be continuing and until the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving LoansLoan Maturity Date, the Company may also borrow, repay (subject to the requirements of Section 2.06 of this Agreement) under the Revolving Note on any Banking Day, provided that the Company hall not be entitled to receive and the Bank shall not be obligated to make any Advance under the Revolving Loan: (i) if the making of such Advance would cause or result in an Event of Default or an Unmatured Event of Default; or (ii) if after making such Advance the principal balance of the Revolving Loan would exceed the Maximum Availability. Each Advance under the Revolving Loan shall be conditioned upon receipt by the Bank from the Company of an Application for an Advance Request and an Officer's Certificate, provided that the Bank may, at its discretion, make a disbursement upon the oral request of the Company made by an Authorized Officer, or upon a request transmitted to the Bank by telecopy or by any other form of written electronic communication (all such requests for Advances being hereafter referred to as "INFORMAL REQUESTS"). In so doing, the Bank may rely on any informal request which shall have been received by it in respect of Applicable Tranche Swingline Loansgood faith from a Person reasonably believed to be an Authorized Officer. An Advance Request in respect of Swingline Loans Each informal request shall also specify (1) the Banks being requested to act as be promptly confirmed by a duly executed Application for an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans Officer's Certificate if the Bank so requires and shall in and of itself constitute the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds representation of the Applicable Tranche Revolving Loans timely made available to it to fund Company that no Event of Default or Unmatured Event of Default has occurred and is continuing or would result from the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion making of the requested Advance, if anythat the requested Advance would not exceed the Remaining Availability, with and that the proceeds made available making of the requested Advance would not cause the principal balance of the Revolving Loan to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c)exceed the Maximum Availability. For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank All borrowings and reborrowings and all repayments shall be in addition toamounts of not less than Fifty Thousand Dollars ($50,000), except for repayment of the entire principal balance of the Revolving Loan and except for special prepayments of principal required under the terms of Section 2.06 of this Agreement. Upon receipt of an Application for an Advance, or at the Bank's discretion upon receipt of an informal request for an Advance and upon compliance with any other conditions of lending stated in Section 7.01 of this Agreement applicable to the Revolving Loan, the Bank shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to disburse the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, requested Advance to the extent commercially reasonable Company. All Advances by the Bank and following telephone notices payments by the Company requesting sameshall be recorded by the Bank on its books and records, agree and the principal amount outstanding from time to accept time, plus interest payable thereon, shall be determined by reference to the books and records of the Bank. The Bank's books and records shall be presumed PRIMA FACIE to be correct as to such notices via other electronic delivery methodsmatters.

Appears in 1 contract

Samples: Credit Agreement (Dmi Furniture Inc)

Method of Borrowing. (a) To From time to time during the Non-Revolving Credit Period, Borrower may request an Advance hereunderLoans by submitting a Request for Borrowing in the form annexed hereto as Schedule III to the Lender of each Loan requested by Borrower, the Company shall: containing (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such Advancethe Loan is required, which shall be a Business Day; ; (3ii) the Applicable Tranche under which aggregate principal amount of such Advance is requested; Loan; (4iii) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) a certification from the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood Borrower that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) each of the representations and warranties are true as of the date of the borrower, and (y) no Events of Default have occurred or are continuing. A Request for Borrowing shall be non-revocable by Borrower. (b) Provided that the aggregate outstanding principal balance of all Loans does not exceed One Million Dollars in respect of the first Borrowing (the “First Borrowing Threshold”), and Five Hundred Thousand Dollars ($500,000) (the “Additional Borrowing Threshold” and together with the First Borrowing Threshold, the “Pre-Approved Threshold”), then not later than 12:00 p.m. Pacific Standard Time on the first Business Day after the date of the Loan (as set forth in the case Request for Borrowing), the Lender shall have the obligation to disburse the full amount of an Advance (other than such Loan to Borrower by crediting such funds to a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a demand deposit account of Borrower at the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andaddress specified by Xxxxxxxx. (Bd) In the event that aggregate outstanding principal balance of all Loans exceeds the Pre-Approved Threshold, Lender shall have the right, in its sole discretion, to accept or reject additional Loans requested by Borrower. In determining whether to accept or reject such additional Loans, the Parties agree and acknowledge that Lender may require Borrower to provide additional due diligence and/or evidence of creditworthiness. (e) Borrower hereby irrevocably authorizes the Lender to rely on email instructions of any person that is authorized to act on behalf of Borrower pursuant to a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form resolution adopted by Xxxxxxxx’s board of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) directors and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s OfficeLender, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and any request to make Applicable Tranche Swingline Loans and the respective amounts thereofa Loan or a repayment hereunder, and (2) on any signature which the Lender reasonably believes to be genuine, and Borrower shall be bound thereby in the same manner as if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether individual were actually authorized or such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodssignature were genuine.

Appears in 1 contract

Samples: Non Revolving Credit Facility Agreement (Body & Mind Inc.)

Method of Borrowing. (a) To request an Advance hereunderThe Company shall give the Administrative Agent notice (a "Notice of Borrowing") not later than 10:00 A.M. (New York City time) on (x) the Funding Date for each Base Rate Borrowing and (y) the third Euro-Dollar Business Day before the Funding Date for each Euro-Dollar Borrowing, the Company shallspecifying: (i) give notification by telephone (the Funding Date for such Borrowing, which notification shall be made on a Domestic Business Day in the case of a Base Rate Borrowing Date, may be made either before or after delivery a Euro-Dollar Business Day in the case of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”)a Euro-Dollar Borrowing, (ii) deliver, by email prior whether the Loans comprising such Borrowing are to the Applicable Borrower Notice Deadline:be Base Rate Loans or Euro-Dollar Loans, (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1iii) the aggregate amount of the requested Advance; (2) the date of such AdvanceBorrowing, which shall be $10,000,000 or a Business Day; larger multiple of $1,000,000 (3) except that any such Borrowing may be in an aggregate amount equal to the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency aggregate unused amount of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”Commitments); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ziv) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andEuro-Dollar Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (Bb) Upon receipt of a notice Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender's ratable share of the Loans to be made on the Collateral Agent Funding Date for such Borrowing and Collateral Monitoring Agent in substantially the form such Notice of Exhibit I attached hereto detailing the Collateral pledged Borrowing shall not thereafter be revocable by the Company to secure Company. (c) Not later than 12:00 noon (New York City time) on the requested Advance (a “Collateral Notice”)Funding Date for each Borrowing, which Collateral Notice each Lender shall be executed by an officer make available its ratable share of the Company listed on an incumbency certificate (Loans comprising such Borrowing, in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated Federal or other funds immediately available in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephoneNew York City, to the Collateral Administrative Agent at its address specified in or pursuant to Section 9.01. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, the Collateral Notice has been delivered Administrative Agent will make the funds so received from the Lenders available to the Collateral Company at the Administrative Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, 's aforesaid address. (d) Unless the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans Administrative Agent shall also specify (1) have received notice from a Lender prior to the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover Funding Date for any Applicable Tranche Revolving Loans Borrowing that such Lender will not made make available to the Administrative Agent such Lender's share of the Loans comprising such Borrowing, the Administrative Agent may assume that such Lender has made such share available to the Administrative Agent on such Funding Date in accordance with Section 2.02(c) and the Administrative Agent may, in reliance upon such assumption, make available to the Company on such date a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loanscorresponding amount. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loansand to the extent that such Lender shall not have so made such share available to the Administrative Agent, the Administrative Agent shall firstbe entitled to recover from either such Lender or the Company (each of which agrees to pay such amount forthwith on demand) such corresponding amount together with interest thereon, use for each day (if any) from the proceeds of the Applicable Tranche Revolving Loans timely date such amount is made available to it the Company until the date such amount is repaid to fund the requested Advance as provided Administrative Agent, at (i) in Section 3.1(b), and second, fund the remaining portion case of the requested AdvanceCompany, if any, with a rate per annum equal to the proceeds made available higher of the Federal Funds Rate and the interest rate applicable to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject such Borrowing pursuant to Section 3.1(c). For 2.04 or (ii) in the avoidance case of doubtsuch Lender, the provision Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender's Loan included in such Borrowing for purposes of Applicable Tranche Swingline Loans this Agreement. Any payment by any Applicable Tranche Swingline Bank shall be in addition to, and the Company to the Administrative Agent pursuant to this Section 2.02(d) shall not relieve a defaulting Lender from any liability that such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion Lender may otherwise have to the amount of Company with respect to its Applicable Tranche Commitment. In the event the Company is unable failure to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsfund.

Appears in 1 contract

Samples: Credit Agreement (Polaroid Corp)

Method of Borrowing. (a) To request an Advance hereunderOn each Borrowing Date for Revolving Loans, the Company shall: each applicable Lender shall make available its Loan (i) give notification by telephone if such Loan is denominated in Dollars, not later than 2:00 p.m. (which notification shall be made on the Borrowing Date, may be made either before New York time) in federal or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered other funds immediately available to the Administrative Agent, as updated in writing by New York at its address specified in or pursuant to Article XIV and (ii) if such Loan is denominated in an Agreed Currency other than Dollars, not later than noon, local time, in the Company from time to time) and delivered to city of the Administrative Agent’s Office applicable Lending Installation for such Applicable Tranchecurrency, and shall specify: (1) in such funds as may then be customary for the aggregate amount settlement of the requested Advance; (2) the date of international transactions in such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) city of and at the location and number address of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent’s Lending Installation for such currency. Unless the Administrative Agent determines that any applicable condition specified in Article IV has not been satisfied, (y) the Administrative Agent will make the funds so received from the applicable Lenders available to the applicable Borrower at the Administrative Agent’s aforesaid address. Notwithstanding the foregoing provisions of this Section 2.13, to the extent that a Revolving Loan made by a Revolving Lender matures on the Borrowing Date of a requested Revolving Loan in the case same currency, such Revolving Lender shall apply the proceeds of an Advance the Revolving Loan it is then making to the repayment of principal of the maturing Revolving Loan. (other than a Clearing Member Customer Gold Warrant Advanceb) to be made Each Appropriate Foreign Currency Swing Lender shall, upon fulfillment of the applicable conditions set forth in a currency other than U.S. DollarsArticle IV (which fulfillment each Appropriate Foreign Currency Swing Lender may assume in the absence of prior written notice from the applicable Borrower, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) the Required Lenders to the contrary), make any requested Foreign Currency Swing Loan available on the requested Borrowing Date in same day funds available to such Borrower in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andAppropriate Foreign Currency in the amount requested by such Borrower at such Appropriate Foreign Currency Swing Lender’s Lending Installation. (Bc) a The Euro Swing Lender shall, upon fulfillment of the applicable conditions set forth in Article IV (which fulfillment the Euro Swing Lender may assume in the absence of prior written notice from the applicable Borrower, the Administrative Agent or the Required Lenders to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure contrary), make any requested Euro Swing Loan available on the requested Advance Borrowing Date in same day funds available to such Borrower in Euros in the amount requested by such Borrower at the Euro Swing Lender’s Lending Installation. 30 Five-Year Revolving Credit Agreement (a “Collateral Notice”d) Each U.S. Swing Lender shall, upon fulfillment of the applicable conditions set forth in Article IV (which fulfillment each U.S. Swing Lender may assume in the absence of prior written notice from the applicable Borrower, the Administrative Agent or the Required Lenders to the contrary), which Collateral Notice shall be executed by an officer make its share of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being any requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested U.S. Swing Loan available on the same day as any Applicable Tranche Revolving Loansrequested Borrowing Date, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made in funds immediately available in New York, to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition at its Lending Installation. The Administrative Agent will promptly make the funds so received from each U.S. Swing Lender available to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, Borrower on the Borrowing Date at the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsAgent’s aforesaid address.

Appears in 1 contract

Samples: Five Year Revolving Credit Agreement (Visa Inc.)

Method of Borrowing. (a) To request an Advance Whenever a Borrower desires to make a Warehouse Borrowing or Swing-Line Borrowing hereunder, an Authorized Officer shall deliver to Agent written notice of such proposed Borrowing (a "Borrowing Request"), each such notice to be given prior to 12:00 noon (Orlando time) on the Company shall: date of such proposed Borrowing. A Borrowing Request, among other things, shall specify the name of Borrower, the amount of the Borrowing being requested and the Type of Borrowing; provided, however, subject to Section 2.3(c) and (d), each Borrowing Request, at Agent's election, shall be deemed a request by such Borrower for a Swing- Line Loan, up to the Swing-Line Limit. Each Borrowing Request shall be irrevocable and shall be in the form of Exhibit B-1 (with respect to all Loans other than Loans under Tranche B) or Exhibit B-2 (with respect only to Loans under Tranche B), as the case may be. With regard to each Borrowing, Borrowers shall deliver or cause to be delivered to Agent (i) give notification by telephone (which notification shall be made the applicable Borrowing Base Addition Report, before 10:30 a.m. on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause and (ii) below and shall except as otherwise permitted for Tranche B Borrowings as set forth in subsection (b) below, all of the Collateral Documents required by Exhibit E for any new Collateral added by that Borrowing Base Addition Report. (b) A Tranche B Borrowing may be subject funded before delivery to Section 3.5(b)) to Agent of all of the Administrative Agent Collateral Documents for the Eligible Mortgage Loans supporting that the Advance Request has been or will be Tranche B Borrowing. The Borrowing Base Addition Report delivered to the Administrative Agent and, if not yet delivered, for a Tranche B Borrowing may be sent to Agent by fax but must identify and describe each Mortgage Loan that supports that Tranche B Borrowing and the amount of the AdvanceBorrowing Base for Eligible Mortgage Loans applicable to it. By delivering the Borrowing Base Addition Report, Borrowers confirm their grant under this Agreement of a security interest in each Collateral Document included as Collateral in that Borrowing Base Addition Report that is perfected subject to delivery of the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”),related promissory notes for those Mortgage Loans to Agent or its bailee. (iic) deliverWithout in any way limiting a Borrower's obligation to deliver to Agent a copy of any written Borrowing Request, Agent may act without liability upon the basis of any telephonic Borrowing Request believed by Agent in good faith to be from an Authorized Officer prior to receipt of written confirmation. In each such case, each Borrower hereby waives the right to dispute Agent's record of the terms of such telephonic notice. An Authorized Officer shall promptly confirm in writing any Borrowing Request given by telephone. (d) On the date of receipt of such Borrowing Request, Agent shall promptly give and, in any event, by email prior 1:00 p.m. (Orlando time), each Lender facsimile notice of each proposed Borrowing, such Lender's proportionate share thereof based on such Lender's Commitment Percentage of such proposed Borrowing and any other matters covered by the Borrowing Request. Agent shall not be required to the Applicable Borrower Notice Deadline:notify any Lender of a Swing-Line Borrowing. (Ae) The interest rate applicable to each Loan to be made as part of a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request Borrowing shall be executed by an officer the Fed Funds Rate or the LIBOR Rate as then applicable to Borrowings under that Type of Loan under Section 2.5 hereof. (f) By delivering a Borrowing Request to Agent hereunder, each Borrower shall be deemed to have represented and warranted that all of the Company listed representations and warranties of Borrowers contained in Article V hereof are true and correct with the same force and effect as if made on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such AdvanceBorrowing Request and that no Potential Default or Event of Default has occurred and is continuing. (g) By adding any Mortgage Loan to a Borrowing Base in accordance with subsection (a) above and Section 4.3 hereof, which Borrowers shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested deemed to represent and warrant to Agent and Lenders at and as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood date of such addition that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance Mortgage Loan, each of the statements set forth in the definition of Eligible Conforming Mortgage Loan, Eligible Gestation Mortgage Loan, Eligible Non-Conforming Mortgage Loan, or Eligible Wet Mortgage Loan, as the case may be, is true and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available correct. Unless a Borrower notifies Agent by facsimile to the Administrative contrary within one (1) Banking Day after receipt by Borrowers of any Borrowing Base Certificate prepared by Agent, then Borrowers shall be deemed to represent and warrant to Agent and Lenders at and as of the date of such certificate that each of the statements set forth in a timely manner (any such Applicable Tranche Swingline the definition of Eligible Gestation Mortgage Loan, an “Applicable Tranche Covering Swingline Eligible Non-Conforming Mortgage Loan”) , or are simply being requested Eligible Wet Mortgage Loan, as the case may be, with respect to each Mortgage Loan included in addition to the computation of the collateral value of the applicable Borrowing Base set forth in such Applicable Tranche Revolving Loanscertificate is true and correct. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loanssuch statement proves to be untrue or incorrect in any respect at any time, then such Mortgage Loan shall be deemed to have no collateral value for the Administrative Agent shall first, use purposes of computing the proceeds collateral value of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b)applicable Borrowing Base, and second, fund Borrowers shall promptly so notify Agent by facsimile. (h) Agent reserves the remaining portion right in its discretion to review and reduce the Borrowing Base at any time and/or to require additional Warehouse Collateral or payment by Borrowers to reduce the outstanding principal amount of the requested Advance, if any, with the proceeds made available to it Obligations in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company sale or collateralization of any Mortgage Loan is unable to submit any such notices via email (due to operational difficulties not consummated on or otherwise), before of sale recited in the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsapplicable Investor Commitment.

Appears in 1 contract

Samples: Mortgage Warehouse Loan and Security Agreement (Premier Bancshares Inc /Ga)

Method of Borrowing. The obligation of the Company to repay the Revolving Loan shall be evidenced by a promissory note executed by the Company to the Bank in form and substance acceptable to the Bank (a) To request an Advance hereunderas the same may be amended, modified, extended, renewed, supplemented, replaced and/or restated from time to time and at any time, the "Revolving Note"). So long as no Event of Default or Unmatured Event of Default shall have occurred and be continuing and until the Maturity Date, the Company shall: may borrow, repay and re-borrow under the Revolving Note on any Banking Day, provided that the Company shall not be entitled to receive and the Bank shall not be obligated to make any Advance: (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before at any time an Event of Default or after delivery an Unmatured Event of the Advance Request referred to in clause Default has occurred or is continuing; (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of such Advance would exceed the AdvanceMaximum Availability; or (iii) if after making such Advance the principal balance of the Revolving Loan would exceed the Maximum Availability. Whenever the Company desires the Bank to make an Advance of the Revolving Loan, the Applicable Tranche Bank to make an Advance of the Revolving Loan, the Company shall give the Bank telecopy or telephonic notice not later than 10:00 A.M., Indianapolis time, on the date the Advance is to be made, which notice shall specify the amount and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount date of the requested Advance; (2) the date of such Advance, which . The Company shall be a Business Day; (3) entitled to request no more than one Advance of the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, on any Banking Day. Each Advance requested under the Revolving Loan shall be a deposit account of conditioned upon receipt by the Company’s maintained with Bank from the Administrative Agent, (y) in the case Company of an Advance (other than Application for Advance, provided that the Bank may, at its discretion, make a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with disbursement upon the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer oral request of the Company listed on made by an incumbency certificate (in substantially Authorized Officer, or upon a request transmitted to the Bank by telecopy or by any other form of Exhibit E heretowritten electronic communication (all such requests for Advances being hereafter referred to as "Informal Requests"). In so doing, delivered the Bank may rely on any Informal Request which shall have been received by it in good faith from a Person reasonably believed to be an Authorized Officer. Each Informal Request shall be promptly confirmed by a duly executed Application for Advance if the Collateral Agent Bank so requires and shall in and of itself constitute the Collateral Monitoring Agent, as updated in writing by representation of the Company that no Event of Default or Unmatured Event of Default has occurred and is continuing or would result from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with that the proceeds requested Advance would not cause the outstanding principal balance of the Revolving Loan to exceed the Maximum Availability. Each Advance shall be made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c)on a Banking Day. For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank All borrowings and reborrowings and all repayments shall be in addition toamounts of not less than Fifty Thousand Dollars ($50,000), except for repayment of the entire principal balance of the Revolving Loan. Upon receipt of an Application for Advance, or at the Bank's discretion upon receipt of an Informal Request for an Advance and upon compliance any other conditions of lending stated in Section 6.01 of this Agreement, the Bank shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to disburse the amount of its Applicable Tranche Commitment. In the event requested Advance to the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), on the Administrative Agent may, to date designated for the extent commercially reasonable Advance. All Advances by the Bank and following telephone notices payments by the Company requesting sameshall be recorded by the Bank on its books and records, agree and the principal amount outstanding from time to accept time, plus interest payable thereon, shall be determined by reference to the books and records of the Bank. The Bank's books and records shall be presumed prima facie to be correct as to such notices via other electronic delivery methodsmatters.

Appears in 1 contract

Samples: Credit Agreement (Obsidian Enterprises Inc)

Method of Borrowing. (a) To request an Advance hereunderThe Borrower shall give the Administrative Agent notice (a "NOTICE OF BORROWING") of (i) each Borrowing to be made on the Closing Date no later than the Domestic Business Day prior to the Closing Date, (ii) each Borrowing thereafter (other than Borrowings made to refund Swingline Advances pursuant to Section 2.01(C)(III)) not later than 10:00 A.M. (New York City time) on the third Eurodollar Business Day before each Eurodollar Rate Advance, the Company shallthird Domestic Business Day before each Adjusted CD Rate Advance and the Domestic Business Day before each Base Rate Advance and (iii) each Swingline Advance not later than 11:00 A.M. (New York City time) on the date of each Swingline Advance, specifying: (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such Borrowing or Swingline Advance, which shall be a Domestic Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) Day in the case of an Adjusted CD Rate Advance (other than or a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro Base Rate Advance or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) Eurodollar Business Day in the case of an Advance a Eurodollar Rate Advance, (other than ii) the aggregate amount of such Borrowing or Swingline Advance, (iii) the Type of Advances comprising such Borrowing or that the advance will be a Clearing Member Customer Gold Warrant Swingline Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or and (ziv) in the case of a Clearing Member Customer Gold Warrant Fixed Rate Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. The Borrower shall deliver a copy of each Notice of Borrowing for a Swingline Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andto the Swingline Lender not later than 11:00 A.M. (New York City time) on the date of such Swingline Advance. (Bb) Upon receipt of a notice to Notice of Borrowing, the Collateral Administrative Agent shall promptly notify each Lender of the contents thereof and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged such Lender's share of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Company to secure the requested Advance Borrower. (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate c) Not later than Noon (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to New York City time) and delivered to on the Collateral Agent’s Office and the Collateral Monitoring Agent’s Officedate of each Borrowing, and (iii) give separate notificationeach Lender with a Revolving Facility Commitment shall make available its share of such Borrowing, by telephonein Federal or other funds immediately available in New York City, to the Collateral Administrative Agent at its address specified in or pursuant to Section 8.02. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, the Collateral Notice has been delivered Administrative Agent will make the funds so received from the Lenders available to the Collateral Borrower at the Administrative Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect 's aforesaid address. (d) Not later than Noon (New York City time) on the date of Applicable Tranche Revolving Loanseach Swingline Advance, the Company may also Swingline Lender will make an Advance Request available the amount of such Swingline Advance, in respect Federal or other funds immediately available to the Borrower at the Swingline Lender's address specified in or pursuant to Section 8.02. (e) Unless the Administrative Agent shall have received notice from a Lender prior to the date of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to any Borrowing that such Advance and Lender will not make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to Lender's share of such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline LoansBorrowing, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely may assume that such Lender has made such share available to it to fund the requested Advance as provided Administrative Agent on the date of such Borrowing in accordance with subsection (c) of this Section 3.1(b), 2.02 and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent commercially reasonable that such Lender shall not have so made such share available to the Administrative Agent, such Lender and following telephone notices by the Company requesting same, Borrower severally agree to accept repay to the Administrative Agent forthwith on demand such notices via corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.05 and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender's Advance included in such Borrowing for purposes of this Agreement. Nothing herein shall affect any rights that the Borrower may have against such defaulting Lender. (f) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other electronic delivery methodsLender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing,but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

Appears in 1 contract

Samples: Credit Agreement (Young Broadcasting Inc /De/)

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: In order to make a borrowing of Revolving Loans (other than (i) give notification by telephone (borrowings of Swingline Loans, which notification shall be made on the Borrowing Datepursuant to Section 2.02(c), may be made either before or after delivery of the Advance Request referred to in clause (ii) below and borrowings for the purpose of repaying Refunded Swingline Loans, which shall be subject made pursuant to Section 3.5(b2.02(d), (iii) borrowings for the purpose of paying unpaid Reimbursement Obligations, which shall be made pursuant to Section 3.05, and (iv) borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.04), the applicable Borrower shall give notice (each, a “Notice of Borrowing”) substantially in the form of Exhibit B-1 to the Administrative Agent by 11:00 a.m. (Charlotte time) on the Business Day of each Base Rate Loan to be made to such Borrower, and by 11:00 a.m. (Charlotte time) at least three (3) Business Days before each SOFR Loan to be made to such Borrower, specifying: (i) the date of such Revolving Loan, which shall be a Business Day during the Revolving Credit Period; (ii) the aggregate principal amount of such Revolving Loan; (iii) the initial Type of the Loan, provided that if such Borrower shall have failed to designate the Advance Request has been or will Type of such Loan, such Borrower shall be delivered deemed to have requested a borrowing comprised of Base Rate Loans; and (iv) in the case of a SOFR Loan, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, provided that if such Borrower shall have failed to select the duration of the applicable Interest Period, then such Borrower shall be deemed to have selected an Interest Period with a duration of one month. (b) Not later than 2:00 p.m. (Charlotte time) on the date of each Revolving Loan, each Bank shall make available its Pro Rata Share of such Revolving Loan, in Dollars and in funds immediately available to the Administrative Agent andat its address specified in Schedule 9.04. The Administrative Agent will make the funds so received from the Banks available to the applicable Borrower immediately thereafter at the Administrative Agent’s aforesaid address by crediting such funds to the deposit account specified by such Borrower on its Account Designation Letter (or such other account mutually agreed upon in writing between the Administrative Agent and such Borrower). The Administrative Agent shall not be required to make any amount available to the applicable Borrower hereunder except to the extent the Administrative Agent shall have received such amounts from the Banks as set forth herein, if not yet deliveredprovided, however, that unless the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, Administrative Agent shall have been notified by email a Bank prior to the Applicable Borrower Notice Deadline: (A) time a notice Loan is to the Administrative Agent be made hereunder that such Bank does not intend to make its Pro Rata Share of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered Loan available to the Administrative Agent, as updated the Administrative Agent may assume that such Bank has made such Pro Rata Share available to the Administrative Agent prior to such time, and the Administrative Agent may in writing reliance upon such assumption, but shall not be required to, make available to the applicable Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Bank and the Administrative Agent has made such amount available to the applicable Borrower, the applicable Bank and applicable Borrower severally agree to pay to the Administrative Agent forthwith and on demand such corresponding amount, together with interest thereon in respect of each day during the period from and including the date such amount was made available to such Borrower to but excluding the date the Administrative Agent recovers such amount at (i) in the case of a payment to be made by such Bank, the greater of the Federal Funds Rate and a rate determined by the Company Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by such Borrower, the Adjusted Base Rate. (c) In order to make a borrowing of a Swingline Loan, the applicable Borrower will give the Administrative Agent and the Swingline Bank written notice not later than 11:00 a.m., Charlotte time, on the date of such borrowing. Each such notice (each, a “Notice of Swingline Borrowing”) shall be substantially in the form of Exhibit B-2, shall be irrevocable and shall specify (i) the principal amount of the Swingline Loan to be made pursuant to such borrowing (which shall not be less than $100,000 and, if greater, shall be in an integral multiple of $100,000 in excess thereof (or, if less, in the amount of the Unutilized Swingline Commitment)) and (ii) the date of such Swingline Loan, which shall be a Business Day during the Revolving Credit Period, but not later than fourteen (14) Business Days prior to the Swingline Maturity Date. Not later than 2:00 p.m., Charlotte time, on the date of the Swingline Loan, the Swingline Bank will make available an amount equal to the amount of such Swingline Loan, in Dollars and in funds immediately available in Charlotte, North Carolina to the Administrative Agent. To the extent the Swingline Bank has made such amount available to the Administrative Agent as provided hereinabove, the Administrative Agent will make such amount available to the applicable Borrower in like funds as received by the Administrative Agent. (d) With respect to any outstanding Swingline Loans, the Swingline Bank may at any time (whether or not an Event of Default has occurred and is continuing) in its sole and absolute discretion, and is hereby authorized and empowered by the applicable Borrower to, cause a borrowing of Revolving Loans to be made for the purpose of repaying such Swingline Loans by delivering to the Administrative Agent (if the Administrative Agent is not also the Swingline Bank) and each other Bank (on behalf of, and with a copy to, the Borrowers), not later than 11:00 a.m., Charlotte time, on the proposed date of such Revolving Loan, a notice (which shall be deemed to be a Notice of Borrowing given by the applicable Borrower) requesting the Banks to make Revolving Loans (which shall be made initially as Base Rate Loans) on such date in an aggregate amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date such notice is given that the Swingline Bank requests to be repaid. Not later than 2:00 p.m., Charlotte time, on the requested date of such Revolving Loans, each Bank (other than the Swingline Bank) will make available its Pro Rata Share of such Revolving Loan, in Dollars and in funds immediately available to the Administrative Agent at its address specified in Schedule 9.04. To the extent the Banks have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Bank in like funds as received by the Administrative Agent, which shall apply such amounts in repayment of the Refunded Swingline Loans. Notwithstanding any provision of this Agreement to the contrary, on the date of such Loan, the Refunded Swingline Loans (including the Swingline Bank’s Pro Rata Share thereof, in its capacity as a Bank) shall be deemed to be repaid with the proceeds of the Revolving Loans made as provided above (including a Revolving Loan deemed to have been made by the Swingline Bank), and such Refunded Swingline Loans deemed to be so repaid shall no longer be outstanding as Swingline Loans but shall be outstanding as Revolving Loans. If any portion of any such amount repaid (or deemed to be repaid) to the Swingline Bank shall be recovered by or on behalf of the applicable Borrower from the Swingline Bank in any proceeding under any Debtor Relief Law or otherwise, the loss of the amount so recovered shall be shared ratably among all the Banks based on each Bank’s Pro Rata Share. (e) If, as a result of any proceeding under any Debtor Relief Law with respect to any Borrower, Revolving Loans are not made pursuant to Section 2.02(d) in an amount sufficient to repay any amounts owed to the Swingline Bank in respect of any outstanding Swingline Loans, or if the Swingline Bank is otherwise precluded for any reason from giving a notice on behalf of the applicable Borrower as provided for hereinabove, the Swingline Bank shall be deemed to have sold without recourse, representation or warranty, and each Bank shall be deemed to have purchased and hereby agrees to purchase, a participation in such outstanding Swingline Loans in an amount equal to its Pro Rata Share at such time of the unpaid amount thereof together with accrued interest thereon. Upon one (1) Business Day’s prior notice from the Swingline Bank, each Bank (other than the Swingline Bank) will make available its Pro Rata Share of such Revolving Loan, in Dollars and in funds immediately available to the Administrative Agent at its address specified in Schedule 9.04. To the extent the Banks have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Bank in like funds as received by the Administrative Agent. In the event any such Bank fails to make available to the Administrative Agent the amount of such Bank’s participation as provided in this Section 2.02(e), the Swingline Bank shall be entitled to recover such amount on demand from such Bank, together with interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Bank until the date such amount is made available to the Swingline Bank at the Federal Funds Rate for the first three (3) Business Days and thereafter at the Adjusted Base Rate applicable to Revolving Loans. Promptly following its receipt of any payment by or on behalf of the applicable Borrower in respect of a Swingline Loan, the Swingline Bank will pay to each Bank that has acquired a participation therein such Bank’s Pro Rata Share of such payment. (f) Notwithstanding any provision of this Agreement to the contrary, the obligation of each Bank (other than the Swingline Bank) to make Revolving Loans for the purpose of repaying any Refunded Swingline Loans pursuant to Section 2.02(d) and each such Bank’s obligation to purchase a participation in any unpaid Swingline Loans pursuant to Section 2.02(e) shall be absolute and unconditional and shall not be affected by any circumstance or event whatsoever, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such Bank may have against the Swingline Bank, the Administrative Agent, any Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default, (iii) the failure of the amount of such borrowing of Revolving Loans to meet the minimum borrowing amount specified in Section 2.01(a), or (iv) the failure of any conditions set forth in Section 4.02 or elsewhere herein to be satisfied. (g) The obligations of the Banks hereunder to make Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to Section 9.03(c) are several and not joint. The failure of any Bank to make any Loan, to fund any such participation or to make any such payment on any date shall not relieve any other Bank of its corresponding obligation, if any, hereunder to do so on such date, but no Bank shall be responsible for the failure of any other Bank to so make its Loan, purchase its participation or to make any such payment required hereunder. (h) Each Bank may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of the applicable Borrower to repay such Loan to or for the account of such Bank in accordance with the terms of this Agreement. (i) Each Borrower hereby irrevocably authorizes the Administrative Agent to rely on telephonic, telegraphic, facsimile, telex or written instructions of any person identifying himself or herself as one of the individuals listed on Schedule 2.02 attached hereto (or any other individual from time to time) time authorized to act on behalf of such Borrower pursuant to a resolution adopted by the Board of Directors of such Borrower and certified by the Secretary of such Borrower and delivered to the Administrative Agent’s Office applicable for ) (the “Authorized Individuals”) with respect to any request to make a Loan or a repayment by such Applicable TrancheBorrower hereunder, and on any signature which the Administrative Agent believes to be genuine, and such Borrower shall specify: be bound thereby in the same manner as if such individual were actually authorized or such signature were genuine; provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed on an Account Designation Letter. Each Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. Each Borrower also hereby agrees to defend and indemnify the Administrative Agent and each Bank and hold the Administrative Agent and each Bank harmless from and against any and all claims, demands, damages, liabilities, losses, costs and expenses (1including, without limitation, reasonable attorneys’ fees and expenses) relating to or arising out of or in connection with the aggregate amount acceptance of instructions for making Loans or repayments under this Agreement; provided that the Administrative Agent and each Bank will not have any right to indemnification for any of the requested Advance; (2) foregoing to the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with extent resulting from the Administrative Agent’s or such Bank’s own fraud, (y) gross negligence or willful misconduct or a material breach in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with bad faith by the Administrative Agent or another financial institution or (z) such Bank of its obligations hereunder, in the case each case, as determined by a final non-appealable judgment of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form court of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodscompetent jurisdiction.

Appears in 1 contract

Samples: Loan Agreement (Spire Missouri Inc)

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: Borrower shall give Lender oral or written notice (a “Notice of Borrowing”) by 10:00 a.m. (Birmingham time) on (i) give notification by telephone (the Business Day on which notification each Advance shall be made on the made. Each Notice of Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: specify: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such Advanceadvance, which shall be a Business Day;Day during the Term, and (B) the aggregate principal amount of such advance. (3b) A Notice of Borrowing shall not be revocable by Borrower. (c) Subject to the Applicable Tranche under which terms and conditions of this Agreement, provided that Lender has received the Notice of Borrowing, Lender shall (unless Lender determines that any applicable condition specified in Section 4 has not been satisfied) make the applicable Advance to Borrower by crediting the amount of such Advance is requested;to a demand deposit account of Borrower at Lender specified by Borrower (or such other account mutually agreed upon in writing between Lender and Borrower) not later than 2:30 p.m. (Birmingham time) on the Business Day specified in said Notice of Borrowing. (4d) whether If Lender makes a new Advance under this Agreement on a day on which Borrower is required to or has elected to repay all or any part of an outstanding Advance, Lender shall apply the proceeds of its new Advance to make such Advance is requested as repayment and only an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) amount equal to the currency of the Loans to be borrowed difference (if any) between the Company fails to specify a currency in an Advance Request, then amount being borrowed and the Loan so requested amount being repaid shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars);available by Lender to Borrower. (6e) whether such Advance shall be initially secured by Borrower hereby irrevocably authorizes Lender to rely on telephonic, telegraphic, telecopy, telex, electronic mail, or written instructions of any Clearing Member Customer Gold Warrant Advance Deposit Account individual identifying himself or herself as one of the individuals listed on Schedule 3.03 attached hereto (or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company individual from time to timetime authorized to act on behalf of Borrower pursuant to a resolution adopted by either the Board of Directors of Borrower and certified by the Secretary of Borrower) and delivered with respect to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, any request to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereofor a repayment under this Agreement, and (2) on any signature which Lender believes to be genuine, and Borrower shall be bound thereby in the same manner as if such Applicable Tranche Swingline Loans are being requested on the same day as individual were actually authorized or such signature were genuine. Borrower also hereby agrees to defend and indemnify Lender and hold Lender harmless from and against any Applicable Tranche Revolving Loansand all claims, whether such Applicable Tranche Swingline Loans are demands, damages, liabilities, losses and reasonable costs and expenses (including, without limitation, reasonable Attorneys’ Fees and expenses) relating to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent or arising out of or in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, connection with the proceeds made available to it in respect acceptance of one instructions for making Advances or more Applicable Tranche Covering Swingline Loansrepayments under this Agreement; unless such claims, subject to Section 3.1(c). For the avoidance of doubtdemands, the provision of Applicable Tranche Swingline Loans damages, liabilities and losses are caused solely by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties Lender’s gross negligence or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsintentional misconduct.

Appears in 1 contract

Samples: Loan Agreement (Superior Bancorp)

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective applicable currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, Agent or (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution institution; and (7) whether the requested Loans are being designated as Clearing Fund Pool Loans or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; as GFX Loans, and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methods.

Appears in 1 contract

Samples: Credit Agreement (Cme Group Inc.)

Method of Borrowing. (a) To In order to request an Advance any Borrowing hereunder, the Company shall: Borrower shall hand deliver or telecopy to Administrative Agent a duly completed Request for Borrowing (i) give notification by telephone prior to 10:00 a.m. (which notification shall be made on Central time) at least one (1) Business Day before the Borrowing DateDate of a proposed Adjusted Base Rate Borrowing, may be made either before or after delivery of the Advance Request referred to in clause and (ii) below and prior to 10:00 a.m. (Central time) at least three (3) Eurodollar U.S. Government Securities Business Days before the Borrowing Date of a proposed Eurodollar SOFR Borrowing. Each such Request for Borrowing shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested substantially in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E B hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1A) the aggregate amount of the requested Advancewhether such Borrowing is to be an Adjusted Base Rate Borrowing or a Eurodollar SOFR Borrowing; (2B) the date Borrowing Date of such AdvanceBorrowing, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) Day in the case of an Advance (other than Adjusted Base Rate Borrowing, or a Clearing Member Customer Gold Warrant Advance) to be made in Eurodollar U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) Government Securities Business Day in the case of an Advance a Eurodollar SOFR Borrowing; (other than a Clearing Member Customer Gold Warrant AdvanceC) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or aggregate amount of such Borrowing; (zD) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit AccountsEurodollar SOFR Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period; (E) the Outstanding Revolving Credit exposure on the date thereof; (F) the pro forma Outstanding Revolving Credit exposure (giving effect to the requested Borrowing); and (BG) after giving effect to such Borrowing, the Credit Parties, taken as a notice to the Collateral Agent and Collateral Monitoring Agent whole will be Solvent. (b) Upon receipt of a Request for Borrowing described in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”Section 2.2(a), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds promptly notify each Bank (as applicable) of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), contents thereof and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of the Borrowing to be loaned by such Bank pursuant thereto, and such Request for Borrowing shall not thereafter be revocable by Borrower. (c) Not later than 12:00 noon p.m. (Central time) on the date of each Borrowing, each Bank shall make available its Applicable Tranche Commitment. In the event the Company is unable Commitment Percentage of such Borrowing, in funds immediately available to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent mayat its address set forth on Schedule 1 hereto. Unless Administrative Agent determines that any applicable condition specified in Section 6.2 has not been satisfied, Administrative Agent will make the funds so received from Banks available to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsBorrower at Administrative Agent’s aforesaid address.

Appears in 1 contract

Samples: Credit Agreement (Laredo Petroleum, Inc.)

Method of Borrowing. Each advance under this Agreement (a) To request an Advance hereunderthe “Advance” and collectively, the Company shall:“Advances”) shall be offered to Borrower through its representative(s) by a duly authorized representative of the Bank, at the interest rate provided below to be repaid by Borrower as provided herein. Requests for, offers of, and acceptance of Advances between Bank and Borrower may be made in writing (including facsimile transmission or e-mail transmission provided that any signatures required thereon are actual signatures and not computer-generated signatures) or orally (including telephonic communication) (each, an “Advance Notice”). Each Advance Notice shall specify the dollar amount of such Advance and the duration of the borrowing period therefor, which borrowing period shall be a period (the “Borrowing Period”) agreed to by Bank ending no later than the Maturity Date (as hereinafter defined). All Advances, accrued and unpaid interest thereon and all other amounts owing from Borrower to Bank shall be due and payable in full on October 31, 2007 (the “Maturity Date”) and otherwise in accordance with Section 4 hereof. All Advances shall be in immediately available funds. The terms of an offered Advance shall be open for acceptance by Borrower until 3:00 p.m. (Eastern time) on the day of notification to Borrower by Bank of such offering; and the offering shall be deemed withdrawn if not accepted within that time period. All terms offered with respect to the Advances shall be determined by Bank in its sole discretion provided such terms are not inconsistent with any provision contained in this Agreement. (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred is deposited or credited to an account of Borrower with Bank, notwithstanding that such Advance was requested, orally or in clause writing and (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount any part of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; withdrawn from the account; or (4b) whether such the Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood accordance with oral or written instructions of an authorized representative of Borrower. The Borrower will provide a written listing of authorized representatives to the Bank. Borrower agrees that a Clearing Member Customer Gold Warrant Advance Bank may only be denominated in U.S. Dollars); (6) whether rely on any such Advance shall be initially secured telephonic or telecopy notice given by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (person Lender in good faith reasonably believes is an authorized representative without the necessity of independent investigation, and in the event any such advancenotice by telephone conflicts with any written confirmation the written notice shall govern if Bank acted in reliance thereon. NOTWITHSTANDING ANY PROVISION OR INFERENCE TO THE CONTRARY, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsTHE BANK SHALL HAVE NO OBLIGATION TO EXTEND ANY CREDIT TO OR FOR THE ACCOUNT OF BORROWER BY REASON OF THIS AGREEMENT.

Appears in 1 contract

Samples: Loan Agreement (Semco Energy Inc)

Method of Borrowing. (a) To request an Advance hereunderThe Borrower shall give the Administrative Agent notice (a "Notice of Borrowing"), which shall be substantially in the Company shallform of Exhibit E, prior to 10:00 A.M. (Atlanta, Georgia time) on the same Domestic Business Day for each Base Rate Borrowing and at least 3 Euro-Dollar Business Days before each Euro-Dollar Borrowing, specifying: (i) give notification by telephone (the date of such Borrowing, which notification shall be made on a Domestic Business Day in the case of a Base Rate Borrowing Date, may be made either before or after delivery a Euro-Dollar Business Day in the case of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”)a Euro-Dollar Borrowing, (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance;such Borrowing, (2iii) whether the date of such Advance, which shall Borrowing is to be a Business Day;Base Rate Borrowing or a Euro-Dollar Borrowing, (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ziv) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andEuro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (Bb) Upon receipt of a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form Notice of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline LoansBorrowing, the Administrative Agent shall firstpromptly notify each Bank of the contents thereof and of such Bank's ratable share of such Borrowing and such Notice of Borrowing, use once received by the Administrative Agent, shall not thereafter be revocable by the Borrower. (c) Not later than 2:00 P.M. (Atlanta, Georgia time) on the date of each Syndicated Borrowing (or, if the notice required to be given by the Administrative Agent pursuant to paragraph (b) of this Section shall be given later than 12:00 Noon, Atlanta, Georgia time on the date of any Syndicated Borrowing, not later than two (2) hours following the time such notice is given on the date of each Syndicated Borrowing), each Bank shall (except as provided in paragraph (d) of this Section) make available its ratable share of such Syndicated Borrowing, in Federal or other funds immediately available in Atlanta, Georgia, to the Administrative Agent at its address determined pursuant to Section 9.01. Unless the Administrative Agent determines that any applicable condition specified in Article IV has not been satisfied, the Administrative Agent will make the funds so received from the Banks available to the Borrower at the Administrative Agent's aforesaid address. Unless the Administrative Agent receives notice from a Bank, at the Administrative Agent's address referred to in or specified pursuant to Section 9.01, no later than 4:00 P.M. (local time at such address)on the Domestic Business Day before the date of a Syndicated Borrowing (or, with respect to Base Rate Loans, by 2:00 P.M. on the date of such Syndicated Borrowing) stating that such Bank will not make a Syndicated Loan in connection with such Syndicated Borrowing, the Administrative Agent shall be entitled to assume that such Bank will make a Syndicated Loan in connection with such Syndicated Borrowing and, in reliance on such assumption, the Administrative Agent may (but shall not be obligated to) make available such Bank's ratable share of such Syndicated Borrowing to the Borrower for the account of such Bank. If the Administrative Agent makes such Bank's ratable share available to the Borrower as provided above and such Bank does not in fact make its ratable share of such Syndicated Borrowing available on such date, the Administrative Agent shall be entitled to recover such Bank's ratable share from such Bank or the Borrower (and for such purpose shall be entitled to charge such amount to any account of the Borrower maintained with the Administrative Agent), together with interest thereon for each day during the period from the date of such Syndicated Borrowing until such sum shall be paid in full at a rate per annum equal to the rate at which the Administrative Agent determines that it obtained (or could have obtained) overnight Federal funds to cover such amount for each such day during such period, provided that (i) any such payment by the Borrower of such Bank's ratable share and interest thereon shall be without prejudice to any rights that the Borrower may have against such Bank and (ii) until such Bank has paid its ratable share of such Syndicated Borrowing, together with interest pursuant to the foregoing, it will have no interest in or rights with respect to such Syndicated Borrowing for any purpose hereunder. If the Administrative Agent does not exercise its option to advance funds for the account of such Bank, it shall forthwith notify the Borrower of such decision. (d) If any Bank makes a new Syndicated Loan hereunder on a day on which the Borrower is to repay all or any part of an outstanding Syndicated Loan from such Bank, such Bank shall apply the proceeds of its new Syndicated Loan to make such repayment as a Refunding Loan and only an amount equal to the Applicable Tranche Revolving Loans timely difference (if any) between the amount being borrowed and the amount of such Refunding Loan shall be made available by such Bank to it the Administrative Agent as provided in paragraph (c) of this Section, or remitted by the Borrower to fund the requested Advance Administrative Agent as provided in Section 3.1(b)2.11, as the case may be. (e) Notwithstanding anything to the contrary contained in this Agreement, no Euro-Dollar Borrowing or Money Market Borrowing may be made if there shall have occurred a Default or an Event of Default, which Default or Event of Default shall not have been cured or waived, and second, fund all Refunding Loans shall be made as Base Rate Loans (but shall bear interest at the remaining portion of the requested AdvanceDefault Rate, if anyapplicable). (f) In the event that a Notice of Borrowing fails to specify whether the Syndicated Loans comprising such Syndicated Borrowing are to be Base Rate Loans or Euro-Dollar Loans, such Syndicated Loans shall be made as Base Rate Loans. If the Borrower is otherwise entitled under this Agreement to repay any Syndicated Loans maturing at the end of an Interest Period applicable thereto with the proceeds made available of a new Borrowing, and the Borrower fails to it repay such Syndicated Loans using its own moneys and fails to give a Notice of Borrowing in respect of one or more Applicable Tranche Covering Swingline Loansconnection with such new Syndicated Borrowing, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank a new Syndicated Borrowing shall be deemed to be made on the date such Syndicated Loans mature in addition toan amount equal to the principal amount of the Syndicated Loans so maturing, and the Syndicated Loans comprising such new Syndicated Borrowing shall be Base Rate Loans. (g) Notwithstanding anything to the contrary contained herein, there shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit be more than 8 Euro-Dollar Borrowings and Money Market Borrowings outstanding at any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsgiven time.

Appears in 1 contract

Samples: Credit Agreement (Gables Realty Limited Partnership)

Method of Borrowing. (a) To request an Advance hereunder, The obligation of ADESA to repay the Company shall: (i) give notification by telephone (which notification ADESA Revolver shall be made on evidenced by the Borrowing Date, may be made either before or after delivery promissory notes (The "Revolving Notes") of ADESA payable to each of the Advance Request referred to respective Banks in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”"B". So long as no Event of Default or Unmatured Event of Default shall have occurred and be continuing and until the applicable Maturity Date, ADESA may borrow, repay or reborrow under the ADESA Revolver on any Banking Day, provided that no borrowing may cause the total amount outstanding to exceed the ADESA Revolver Commitment as in effect from time to time as set forth in Section 2.a(i), which or may result in an Event of Default or an Unmatured Event of Default. Each Advance Request under the ADESA Revolver shall be executed conditioned upon receipt by the Agent of an Application for Advance and an Officer's Certificate, provided that the Agent may, at its discretion, make a disbursement upon the oral request of ADESA made by an officer Authorized Officer, or upon a request transmitted to the Agent by telephone facsimile ("fax") machine, or by any other form of written electronic communication (all such requests for Advances being hereafter referred to as "informal requests"). In so doing, the Agent may rely on any informal request which shall have been received by it in good faith from a person resonably believed to be an Authorized Officer. Each informal request shall be promptly confirmed by a duly executed Application and Officer's Certificate if the Agent so requires and shall in and of itself constitute the representation of ADESA that no Event of Default or Unmatured Event of Default has occurred and is continuing or would result from the making of the Company listed on an incumbency certificate rquested Advance and that the making of the requested Advance shall not cause the principal balance of the ADESA Revolver to exceed the ADESA Revolver Commitment. All borrowings and reborrowings and all repayments shall be in amounts of not less than Two Hundred Fifty Thousand and No/100 Dollars (in substantially $250,000), except for repayment of the form entire principal balance of Exhibit E heretothe ADESA Revolver. The principal of the ADESA Revolver may be prepaid at any time, delivered subject to the Administrative Agentpayment of the Prepayment Premium, as updated if applicable, pursuant to Section 2.c(iii). Upon receipt and approval of an Application, the Agent shall make an Advance in writing the amount approved in accordance with the instructions in the Application and shall be made ratably from the Banks in proportion to their respective Commitments in accordance with Section 2.d. hereof. The Agent shall give prompt telephonic, telex or telecopy notice to each of the Banks of any Advance request received from ADESA and, if such notice requests the Banks to make a LIBOR-based Rate Advance or an Interbank-based Rate Advance, the Agent shall give notice to ADESA and each of the Banks by any such means of the interest rate applicable thereto (but, if such notice is given by telephone, the Agent shall confirm such rate in writing) promptly after the Agent has made such determination of the applicable rate. All Advances by the Company Banks and payments by ADESA shall be recorded by the Banks on their books and records, and the principal amount outstanding from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterlingplus interest payable thereon, shall be a deposit account determined by reference to the books and records of the Company’s maintained with the Administrative Banks. The Banks' and Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) 's books and records shall be presumed prima facie to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, correct as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsmatters.

Appears in 1 contract

Samples: Credit Agreement (Minnesota Power & Light Co)

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: (i) give notification Upon receipt of a Reguest for Advance by telephone the Administrative Agent not later than 11:00 am. New York time on the Business Day which is three London Business Days immediately prior to the day of the proposed borrowing (which notification shall provided, however, with respect to the proposed borrowing to be made on the Borrowing Effective Date, may the Authority shal I only be made either before or after delivery requi red to prcvi de the Admi ni strative Agent the Request for Advance two London Business Days prior to the Effective Date), the Administrative Agent, subject to the terms and conditions of this Agreement, shall be required to make an Advance by 4:00 p.m. New York time on such day of the proposed borrowing for the account of the Authority in an amount equal to the amount of the requested borrowing. Notwithstanding the foregoing, in the event such Request for Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to is received by the Administrative Agent that after 11:00 a.m. New York ti me on the Business Day which is three London Business Days immediately prior to the day of the proposed borrowi ng, the Administrative Agent shal I be required to make the related Advance by 4:00 p.m. New York time on the fourth London Business Day after receipt of the related Request has been or will for Advance. The Administrative A gent shall promptly, and in any event not later than 5:00 p.m. on the date of receipt by the Administrative Agent of a Request for Advance, notify the Lenders of each Request for Advance. Any Request for Advance shall be signed by an Authorized Representative set forth on the Authorized Representative Certificate and may be delivered to the Administrative Agent andby facsimile or e-mail transmission (with the duly executed Request for Advance attached thereto as a “pdf’ (portable document format) or other replicating image attached to the e-mail message), if not yet delivered, the amount with receipt immediately confirmed telephonically and an original version of the Advance, the Applicable Tranche and the respective currency that will be requested in such Request for Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice promptly delivered to the Administrative Agent postage prepaid, U.S. mail; provided that the receipt of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered original is not a condition to the Administrative Agent’s Office applicable obligation to honor a Request for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans . Pursuant to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline LoansSection 3.3 hereof, the Administrative Agent shall first, use determine the proceeds initial LIBOR Rate for each Advance (other than the Existing Advance) two London Business Days prior to the related Advance Date. Each Advance shall be made by the Administrative Agent by wire transfer of immediately available funds to the Trustee (on behalf of the Applicable Tranche Revolving Loans timely made available to it to fund Authority) i n accordance with written instructions provided by the requested Advance as provided in Section 3.1(b)Authority. If, and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise)after examination, the Administrative Agent mayshall have determined that a Request for Advance does not conform to the terms and conditions hereof, then the Administrative Agent shall use its best efforts to give notice to the Authority to the effect that documentation was not in accordance with the terms and conditions hereof and stating the reasons therefor. The Authority may attempt to correct any such nonconforming Request for Advance, if, and to the extent commercially reasonable that, the Authority is entitled (without regard to the provisions of thi s sentence) and following telephone notices by the Company requesting same, agree able to accept such notices via other electronic delivery methodsdo so.

Appears in 1 contract

Samples: Revolving Credit Agreement

Method of Borrowing. (a) To request an Advance hereunderThe Company shall give the Administrative Agent notice (a "NOTICE OF BORROWING") not later than 10:00 a.m. (Eastern Time) on (x) the applicable Borrowing Date, if all the Company shallLoans to be made on such Borrowing Date are to be made initially as Base Rate Loans, or (y) the third Euro-Dollar Business Day before the applicable Borrowing Date, if any of the Loans to be made on such Borrowing Date are to be made initially as Euro-Dollar Loans, in either case specifying: (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such Advance, which shall be a Domestic Business Day; (3) Day if all the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested Loans are to be made initially as an Applicable Tranche Revolving Loan Base Rate Loans or Applicable Tranche Swingline Loan; (5) the currency a Euro-Dollar Business Day if any of the Loans to be borrowed (if the Company fails made on such Borrowing Date are to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars)initially as Euro-Dollar Loans; (6ii) the aggregate amount to be borrowed on such Borrowing Date and, if the Loans are to be subdivided initially into two or more Groups of Loans, the aggregate amount of each such Group of Loans; (iii) whether each such Advance shall be Group of Loans is to bear interest initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account at the Base Rate or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”)Euro-Dollar Rate; and (7iv) with respect to each such Group of Euro-Dollar Loans, the location and number duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (b) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender's ratable share of each Group of Loans specified therein, and such Notice of Borrowing shall not thereafter be revocable by the Company’s account . If all the Loans to which funds be made on a Borrowing Date are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, initially as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Base Rate Loans, the Administrative Agent shall firstgive such notice to each Lender as promptly as practicable and in any event not later than 11:00 A.M. (Eastern Time) on such Borrowing Date. (c) Not later than 12:00 Noon (Eastern Time) on each Borrowing Date, use the proceeds each Lender shall make available its ratable share of the Applicable Tranche Revolving Loans timely made aggregate amount to be borrowed on such Borrowing Date, in Federal or other funds immediately available in New York City, to the Administrative Agent at its address referred to in Section 9.01. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, the Administrative Agent will make the funds so received from the Lenders available to it the Company at the Administrative Agent's aforesaid address. (d) Unless the Administrative Agent shall have received notice from a Lender prior to fund a Borrowing Date that such Lender will not make available to the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion Administrative Agent such Lender's share of the requested Advanceaggregate amount to be borrowed on such Borrowing Date, if any, with the proceeds Administrative Agent may assume that such Lender has made such share available to it the Administrative Agent on such Borrowing Date in respect accordance with subsection (c) of one or more Applicable Tranche Covering Swingline Loans, subject to this Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, in reliance upon such assumption, make a corresponding amount available to the Company on such Borrowing Date. If and to the extent commercially reasonable that such Lender shall not have so made such share available to the Administrative Agent, such Lender and following telephone notices by the Company requesting same, severally agree to accept repay to the Administrative Agent forthwith on demand such notices via other electronic delivery methodscorresponding amount together with interest thereon, for each day from such Borrowing Date to the date such amount is repaid to the Administrative Agent, at (i) in the case of the Company, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.05 and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender's Loans for purposes of this Agreement.

Appears in 1 contract

Samples: Credit Agreement (United States Surgical Corp)

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: (i) 2.2.1 The Borrower shall give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that an irrevocable Notice of Borrowing in the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount case of the a Eurodollar Advance, not later than noon, Central time, three (3) Business Days before the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent date of such request for Applicable Tranche Revolving Loans proposed Advance or Applicable Tranche Swingline Loans in substantially the form case of Exhibit H attached hereto an ABR Advance, not later than 10:00 a.m., Central time, one (an “Advance Request”), which Advance Request shall be executed by an officer 1) Business Day before the date of the Company listed on an incumbency certificate (in substantially the form such proposed Advance. Each Notice of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and Borrowing shall specify: (1a) the aggregate amount name of the requested AdvanceBorrower or the applicable Designated Borrower to whom the Advance is to be advanced; (2b) the date of such AdvanceBorrowing Date, which shall be a Business Day, of such requested Advance; (3c) the Applicable Tranche under which aggregate amount of such Advance is requestedrequested Advance; (4d) whether such Advance is requested as to be an Applicable Tranche Revolving Loan ABR Advance or Applicable Tranche Swingline Loana Eurodollar Advance; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ze) in the case of a Clearing Member Customer Gold Warrant Eurodollar Advance, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period;” and (f) the account of the Borrower or the Designated Borrower, as applicable, to which the proceeds of the Advance should be deposited. If no election as to the Type of Advance is specified, then the requested Advance shall be an ABR Advance. If no Interest Period is specified with respect to any requested Eurodollar Advance, then the Borrower shall be deemed to have selected an Interest Period of one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B1) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form month’s duration. Each Notice of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall Borrowing must be executed by an officer of the Company listed Authorized Officer whose signature is set forth on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring AgentSchedule 2.2.1, as updated in writing by the Company such schedule is amended and supplemented from time to time) . 2.2.2 Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and delivered to of such Lender’s share of the Collateral Agent’s Office requested Advance, and such Notice of Borrowing shall not thereafter be revocable by the Collateral Monitoring Agent’s Office, andBorrower. (iiia) give separate notificationEach Lender shall make each Loan to be made by it hereunder on the proposed Borrowing Date thereof by wire transfer of immediately available funds by 1:00 p.m., by telephoneCentral time, to the Collateral account of the Administrative Agent that the Collateral Notice has been delivered most recently designated by it for such purpose by notice to the Collateral AgentLenders. Concurrently withThe Administrative Agent will make such Loans available to the Borrower or such Designated Borrower, as applicable, by promptly crediting the amounts so received, in like funds, to an account of the Borrower or shortly following, the applicable Designated Borrower designated by the Borrower. Nothing herein shall be deemed to obligate any Lender to obtain the funds for its Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for its Loan in lieu of, its making an any particular place or manner. (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also that such Lender will not make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to Lender’s Percentage Share of such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline LoansAdvance, the Administrative Agent shall firstmay assume that such Lender has made such share available on such date in accordance with Section 2.2.3 and may, use in reliance upon such assumption, make available to the proceeds Borrower or applicable Designated Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the Applicable Tranche Revolving Loans timely applicable Advance available to the Administrative Agent, then the applicable Lender and the Borrower or applicable Designated Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to it the Borrower or such Designated Borrower to fund but excluding the requested Advance as provided date of payment to the Administrative Agent, at (a) in Section 3.1(b)the case of such Lender, and second, fund the remaining portion greater of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans Federal Funds Effective Rate and a rate determined by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent mayin accordance with banking industry rules on interbank compensation or (b) in the case of the Borrower or such Designated Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the extent commercially reasonable and following telephone notices by the Company requesting sameAdministrative Agent, agree to accept then such notices via other electronic delivery methodsamount shall constitute such Lender’s Loan included in such Advance.

Appears in 1 contract

Samples: Credit Agreement (Saratoga Resources Inc /Tx)

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: (i) give notification by telephone (which notification The initial Borrowing shall be made on a Business Day, or in the case of such Borrowing Datewhich is a LIBOR Rate Loan, may be made either before or after delivery on a LIBOR Business Day, upon notice from the Borrower to the Agent, given (i) in the case of such Borrowing which is an Alternate Base Rate Loan, not later than 11:00 a.m. (New York, New York time) on the Business Day of the Advance Request referred to in clause proposed Borrowing and (ii) below and shall be subject to Section 3.5(b)in the case of such Borrowing which is a LIBOR Rate Loan, not later than 1:00 p.m. (New York, New York time) to on the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email second LIBOR Business Day prior to the Applicable date of the proposed Borrowing. Each such notice of Borrowing (a “Notice of Borrowing”) by the Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans shall be in substantially the form of Exhibit H attached hereto D-1 hereto, specifying therein the requested (an A) date of such Borrowing (the Advance RequestDelayed Draw Date”), which Advance Request shall be executed by an officer (B) Type of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained connection with the Administrative Agentsuch Borrowing, (yC) in the case aggregate amount of an Advance such Borrowing and (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (zD) in the case of a Clearing Member Customer Gold Warrant Advance Borrowing comprising a LIBOR Rate Loan, initial Interest Period for each such Loan. The Agent shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a give notice to each Lender promptly upon receipt of each Notice of Borrowing pursuant to this Section 2.02(a), the Collateral contents thereof and each such Lender’s share of any Borrowing to be made pursuant thereto. Each Lender shall, before 1:00 p.m. (New York, New York time) on the date of such Borrowing, make available to the Agent for the account of the Borrower in same day funds, the proceeds of such Borrowing (in Dollars). Such Borrowing will then be made available to the Borrower by the Agent by crediting the account of the Borrower on the books of the Agent with the aggregate of the amounts made available to the Agent by the Lenders and Collateral Monitoring in like funds as received by the Agent. The Borrower hereby irrevocably authorizes the Agent to disburse the proceeds of each borrowing requested pursuant to this Section in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrower identified in the most recent notice substantially in the form of attached as Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance F (a “Collateral NoticeNotice of Account Designation), which Collateral Notice shall be executed ) delivered by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered Borrower to the Collateral Agent or as may be otherwise agreed upon by the Borrower and the Collateral Monitoring Agent, as updated in writing by the Company Agent from time to time) and delivered . Subject to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methods.Section

Appears in 1 contract

Samples: Credit Agreement (Scana Corp)

Method of Borrowing. (a) To request an Advance hereunder, Whenever the Company shall: Borrower desires to incur Loans hereunder (iexcluding Borrowings of Swingline Loans and Revolving Loans incurred pursuant to a Mandatory Borrowing) it shall give notification by telephone the Agent notice (which notification a "Notice of Borrowing") no later than 11:00 A.M. (New York City time) on (x) the date of each Base Rate Borrowing and (y) the third Business Day before each Euro-Dollar Borrowing. Each such Notice of Borrowing shall be made on the Borrowing Date, may be made either before given by written communication (or after delivery of the Advance Request referred to telephonic communication promptly confirmed in clause (iiwriting) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2i) the date of such Advance, Borrowing (which shall be a Business Day); (3ii) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency aggregate principal amount of the Loans to be borrowed (if the Company fails incurred pursuant to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars)such Borrowing; (6iii) whether the Loans being incurred pursuant to such Advance Borrowing shall be constitute Tranche A Term Loans, Tranche B Term Loans or Revolving Loans; (iv) whether the Loans comprising such Borrowing are to bear interest initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account at the Base Rate or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”)Euro-Dollar Rate; and (7v) in the case of a Euro-Dollar Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (b) Promptly after receiving a Notice of Borrowing, the Agent shall notify each Lender which is required to make Loans of the Tranche specified in the respective Notice of Borrowing of the contents thereof and of such Lender's ratable share of such Borrowing, and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, it shall give the Swingline Lender not later than 2:00 P.M. (New York City time) on the day such Swingline Loan is to be made, written notice (or telephonic notice promptly confirmed in writing) of each Swingline Loan to be made hereunder. Each such notice shall be irrevocable and shall specify in each case (x) the location date of such Borrowing (which shall be a Business Day) and number (y) the aggregate principal amount of the Company’s account to which funds are Swingline Loan to be disbursedmade pursuant to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01 (e), which with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of Mandatory Borrowings as set forth in such Section 2.01(e). (d) No later than 1:00 P.M. (New York City time) on the date of each Borrowing (or (x) in the case of an Advance Swingline Loans, no later than 2:00 P.M. (other than a Clearing Member Customer Gold Warrant AdvanceNew York City time) to be made on the date specified in U.S. Dollars, Canadian Dollars, Euro Section 2.03 (c)(i) or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance Revolving Loans incurred pursuant to Mandatory Borrowings, no later than 12:00 Noon (other than New York City time) on the date specified in Section 2.01 (e)), each Lender with a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. DollarsCommitment of the respective Tranche shall make available its ratable share of such Borrowing (or, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to Swingline Loans, the Collateral Agent and Collateral Monitoring Agent in substantially Swingline Lender will make available the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”full amount thereof), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated Federal or other funds immediately available in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephoneNew York City, to the Collateral Agent at its address specified in or pursuant to Section 10.01. The failure of any Lender to make available such funds shall not relieve any other Lender of its obligations hereunder. Unless the Agent determines that any applicable condition specified in Article 3 has not been satisfied, the Collateral Notice has been delivered Agent will make any funds so received from the Lenders available to the Collateral Agent. Concurrently withBorrower in Federal or other funds immediately available in New York City no later than 2:00 P.M. (or, or shortly following, or in lieu of, its making an Advance Request in respect the case of Applicable Tranche Revolving Swingline Loans, 3:00 P.M.) (New York City time) on the Company may also make date of such Borrowing by credit to an Advance Request in respect account of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect Borrower at the Agent's aforesaid address or to such Advance other account of the Borrower in New York City as may have been specified in the applicable Notice of Borrowing and as shall be reasonably acceptable to the Agent. (e) Unless the Agent shall have received notice from a Lender before the date of any Borrowing that such Lender will not make Applicable Tranche Swingline Loans available to the Agent such Lender's share of such Borrowing, the Agent may assume that such Lender has made such share available to the Agent on the date of such Borrowing in accordance with subsection (d) of this Section, and the respective amounts thereofAgent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and (2) if to the extent that such Applicable Tranche Swingline Loans are being requested Lender shall not have so made such share available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the same day as any Applicable Tranche Revolving Loans, whether date such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not amount is made available to the Administrative Agent in Borrower until the date such amount is repaid to the Agent, at (i) if such amount is repaid by the Borrower, a timely manner rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.05 and (any ii) if such Applicable Tranche Swingline Loanamount is repaid by such Lender, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loansthe Federal Funds Rate. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loanssuch Lender shall repay to the Agent such corresponding amount, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and Borrower shall not relieve be required to repay such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to amount and the amount so repaid by such Lender shall constitute such Lender's Loan included in such Borrowing for purposes of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsthis Agreement.

Appears in 1 contract

Samples: Credit Agreement (Tekni Plex Inc)

Method of Borrowing. (a) To request an Advance hereunderOn each Borrowing Date for Revolving Loans, the Company shall: each applicable Lender shall make available its Loan (i) give notification by telephone if such Loan is denominated in Dollars, not later than 1:00 p.m. (which notification shall be made on the Borrowing Date, may be made either before New York time) in federal or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered other funds immediately available to the Administrative Agent, as updated in writing by New York at its address specified in or pursuant to Article XIII and (ii) if such Loan is denominated in an Agreed Currency other than Dollars, not later than noon, local time, in the Company from time to time) and delivered to city of the Administrative Agent’s Office applicable Lending Installation for such Applicable Tranchecurrency, and shall specify: (1) in such funds as may then be customary for the aggregate amount settlement of the requested Advance; (2) the date of international transactions in such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) city of and at the location and number address of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent’s Lending Installation for such currency. Unless the Administrative Agent determines that any applicable condition specified in Article IV has not been satisfied, (y) the Administrative Agent will make the funds so received from the applicable Lenders available to the Borrower at the Administrative Agent’s aforesaid address. Notwithstanding the foregoing provisions of this Section 2.13, to the extent that a Revolving Loan made by a Revolving Lender matures on the Borrowing Date of a requested Revolving Loan in the case same currency, such Revolving Lender shall apply the proceeds of an Advance the Revolving Loan it is then making to the repayment of principal of the maturing Revolving Loan. (other than a Clearing Member Customer Gold Warrant Advanceb) to be made The Appropriate Foreign Currency Swing Lender shall, upon fulfillment of the applicable conditions set forth in a currency other than U.S. DollarsArticle IV (which fulfillment the appropriate Foreign Currency Swing Lender may assume in the absence of prior written notice from the Borrower, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) the Required Lenders to the contrary), make same day funds available to the Borrower in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andAppropriate Foreign Currency in the amount requested by the Borrower at such Appropriate Foreign Currency Swing Lender’s Lending Installation. (Bc) a The Euro Swing Lender shall, upon fulfillment of the applicable conditions set forth in Article IV (which fulfillment the Euro Swing Lender may assume in the absence of prior written notice from the Borrower, the Administrative Agent or the Required Lenders to the Collateral Agent and Collateral Monitoring Agent contrary), make same day funds available to the Borrower in substantially Euros in the form of Exhibit I attached hereto detailing the Collateral pledged amount requested by the Company Borrower at the Euro Swing Lender’s Lending Installation. (d) Each U.S. Swing Lender shall, upon fulfillment of the applicable conditions set forth in Article IV (which fulfillment each U.S. Swing Lender may assume in the absence of prior written notice from the Borrower, the Administrative Agent or the Required Lenders to secure the contrary), make 50% of any requested U.S. Swing Loan available on the requested Advance (a “Collateral Notice”)Borrowing Date, which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E heretofunds immediately available in New York, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition at its Lending Installation. The Administrative Agent will promptly make the funds so received from each U.S. Swing Lender available to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Borrower on the Borrowing Date at the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsAgent’s aforesaid address.

Appears in 1 contract

Samples: 364 Day Revolving Credit Agreement (Visa Inc.)

Method of Borrowing. (a) To request an Advance hereunder, The obligation of Starcraft to pay the Company shall: (i) give notification by telephone (which notification Starcraft Revolver shall be made on evidenced by a promissory note executed by Starcraft to the Borrowing Date, Bank in the form attached as Exhibit "A" to the Seventh Amendment (as the same may be made either before amended, modified, extended, renewed and/or restated or after delivery of the Advance Request replaced from time to time and at any time, being referred to in clause this Agreement as the "Starcraft Note"). So long as no Event of Default shall have occurred and be continuing and until the Starcraft Revolver Maturity Date, Starcraft may borrow, pay and reborrow under the Starcraft Note on any Banking Day, provided that no borrowing may cause the principal balance of the Starcraft Revolver to exceed the Maximum Starcraft Revolver Availability or may result in an Event of Default or an Unmatured Event of Default. Each Advance under the Starcraft Revolver shall be conditioned upon receipt by the Bank from Starcraft of an Application for Starcraft Revolver Advance, a Borrowing Base Certificate and an Officer's Certificate, provided that the Bank may, at its discretion, make a disbursement upon the oral request of Starcraft made by an Authorized Officer, or upon a request transmitted to the Bank by telephone facsimile (ii"fax") below machine, or by any other form of written electronic communication (all such requests for Advances being hereafter referred to as "informal requests"). In so doing, the Bank may rely on any informal request which shall have been received by it in good faith from an individual reasonably believed to be an Authorized Officer. Each informal request shall be promptly confirmed by a duly executed Application for Starcraft Revolver Advance, Borrowing Base Certificate (if the Borrowing Base Certificate most recently submitted reports a Borrowing Base which is greater than would be reported on the date of the Application) and Officer's Certificate if the Bank so requires and shall in and of itself constitute the representation of Starcraft that no Event of Default or Unmatured Event of Default has occurred and is continuing or would result from the making of the requested Advance and that the making of the requested Advance shall not cause the principal balance of the Starcraft Revolver to exceed the Maximum Starcraft Revolver Commitment or the Maximum Starcraft Revolver Availability at the date such Advance is made. All borrowings and reborrowings and all payments shall be subject to in amounts of not less than Fifty Thousand Dollars ($50,000), except for repayment of the entire principal balance of the Starcraft Revolver. Upon receipt of an Application for Starcraft Revolver Advance, or at the Bank's discretion upon receipt of an informal request for an Advance and upon compliance with any other conditions of lending stated in Section 3.5(b)) 6 of this Agreement applicable to the Administrative Agent that Starcraft Revolver, the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, Bank shall disburse the amount of the Advancerequested Advance to Starcraft. All Advances by the Bank and payments by Starcraft with respect to the Starcraft Revolver shall be recorded by the Bank on its books and records, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company principal amount outstanding from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterlingplus interest payable thereon, shall be a deposit account determined by reference to the books and records of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) Bank. The Bank's books and records shall be presumed prima facie to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, correct as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsmatters.

Appears in 1 contract

Samples: Credit Agreement (Starcraft Corp /In/)

Method of Borrowing. The Obligation of the Company to repay the Loan shall be evidenced by a promissory note (athe "NOTE") To of the Company (in form and substance substantially the same as EXHIBIT "I" attached to this Agreement). So long as no Event of Default or Unmatured Event of Default shall have occurred and be continuing and until the Maturity Date, Company may borrow, repay and reborrow under the Note on any Banking Day, provided that no Advance shall cause the total principal balance outstanding on the Loan to then exceed the Maximum Availability or result in an Event of Default or an Unmatured Event of Default. Each Advance under the Loan shall be conditioned upon receipt by the Bank from the Company of an Application for Advance and an Officer's Certificate, provided that the Bank may, at its discretion, make a disbursement upon the oral request of the Company made by an Authorized Officer, or upon a request transmitted to the Bank by telephone facsimile machine, or by any other form of written electronic communication (each such request for an Advance hereunderbeing hereafter referred to as "INFORMAL REQUEST"). In so doing, the Company shall: (i) give notification Bank may rely upon any Informal Request which shall have been received by telephone (which notification it in good faith from a Person reasonably believed by it to be an Authorized Officer. Each Informal Request shall be made on promptly confirmed by a duly executed Application and Officer's Certificate, if the Borrowing DateBank so requires, may be made either before or after delivery which shall constitute the representation of the Company that no Event of Default or Unmatured Event of Default has occurred and is continuing or would result from the making of the requested Advance Request referred and that the making of the requested Advance shall not cause the total outstanding principal balance of the Revolving Loan to in clause (ii) below exceed the Maximum Availability. All borrowings, repayments and reborrowings shall be subject to Section 3.5(bin amounts of not less than Ten Thousand Dollars ($10,000.00)) , except for repayment of the entire principal balance of the Loan. Upon receipt of an Application, or at the Bank's discretion upon receipt of an Informal Request for an Advance and upon compliance with any other conditions of lending stated in Article VI of this Agreement applicable to the Administrative Agent that Loan, the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, Bank shall disburse the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to Company. All Advances by the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing Bank and payments by the Company shall be recorded by the Bank on its books and records, and the principal amount outstanding on the Loan from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterlingplus interest payable thereon, shall be a deposit account determined by reference to the books and records of the Company’s maintained with the Administrative AgentBank, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) which books and records shall be presumed prima facie to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, correct as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereofmatters, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) absent demonstrative or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsmanifest error.

Appears in 1 contract

Samples: Credit Agreement (Escalade Inc)

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: (i) give notification by telephone (which notification Each Borrowing shall be made on a Business Day, upon notice from the Borrower to the Administrative Agent, given (i) in the case of a Borrowing Datethat is a Base Rate Loan, may be made either before or after delivery not later than 1:00 P.M. on the date of the Advance Request referred to in clause proposed Borrowing and (ii) below and shall be subject to Section 3.5(b)) to in the Administrative Agent case of a Borrowing that is a SOFR Loan, not later than 11:00 A.M. on the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email third U.S. Government Securities Business Day prior to the Applicable date of the proposed Borrowing. Each such notice of a Borrowing (a “Notice of Borrowing”) by the Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans shall be in substantially the form of Exhibit H attached hereto (an “Advance Request”)A, which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of specifying therein the requested Advance; (2A) the date of such AdvanceBorrowing, which shall be a Business Day; (3B) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Type of Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained connection with the Administrative Agentsuch Borrowing, (yC) in the case aggregate amount of an Advance such Borrowing and (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (zD) in the case of a Clearing Member Customer Gold Warrant Advance Borrowing comprising SOFR Loans, initial Interest Period for each such Loan. The Administrative Agent shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a give notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form each Lender promptly upon receipt of Exhibit I attached hereto detailing the Collateral pledged by the Company each Notice of Borrowing pursuant to secure the requested Advance (a “Collateral Notice”this Section 2.02(a), which Collateral Notice shall the contents thereof and each such Lender’s Pro Rata Share of any Borrowing to be executed by an officer made pursuant thereto. Each Lender shall, before 1:00 P.M. on the date of such Borrowing (or 3:00 P.M. on the Company listed on an incumbency certificate (in substantially the form date of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank such Borrowing with respect to Base Rate Loans), make available to the Administrative Agent for the account of the Borrower in same day funds, the proceeds of such Advance and make Applicable Tranche Swingline Loans and Borrowing. Such Borrowing will then be made available to the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested Borrower by the Administrative Agent by crediting the account of the Borrower on the same day as any Applicable Tranche Revolving Loans, whether books of such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in a timely manner like funds as received by the Administrative Agent (or at such other location as may be agreed by the Borrower and the Administrative Agent). (b) Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition Borrowing that the related Notice of Borrowing specifies is to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline comprise SOFR Loans, the Administrative Agent Borrower shall firstindemnify the applicable Lender against any loss, use the proceeds cost or expense incurred by such Lender as a result of any failure of the Applicable Tranche Revolving Loans timely made available Borrower to it to fund fulfill on or before the requested Advance as provided date specified in Section 3.1(bsuch Notice of Borrowing for such Loans, the applicable conditions set forth in Article III, including any loss (excluding loss of anticipated profits), and second, fund the remaining portion cost or expense incurred by reason of the requested Advance, if any, with the proceeds liquidation or redeployment of deposits or other funds acquired by such Lender as part of such Borrowing when such Loan is not made available to it in respect of one on such date. (c) Each Borrowing (whether for a Base Rate Loan or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank a SOFR Loan) shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the an aggregate principal amount of its Applicable Tranche Commitment. In the event the Company is unable to submit $5,000,000 or any multiple of $1,000,000 in excess thereof (except that any such notices via email (due to operational difficulties or otherwiseBorrowing may be in the aggregate amount of the unutilized Commitment on such date), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methods.

Appears in 1 contract

Samples: Credit Agreement (American Water Works Company, Inc.)

Method of Borrowing. (a) To request an Borrower shall give Lender oral or written notice (a “Notice of Borrowing”) by 4:30 p.m. (New York time) (if not by telecopy or other writing, to be confirmed by telecopy or other writing not later than 5:00 p.m. (New York time) on the same day) on the New York Banking Day of each Advance hereunderto be made to Borrower, the Company shall: specifying: (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such Advance, which shall be a Business Day;New York Banking Day during the Revolving Credit Period; and (ii) the aggregate principal amount of such Advance. (3b) A Notice of Borrowing shall not be revocable by Borrower. (c) Subject to the Applicable Tranche under which terms and conditions of this Agreement, provided that Lender has received the Notice of Borrowing, Lender shall (unless Lender determines that any applicable condition specified in Section 3 has not been satisfied) make the applicable Advance to Borrower by crediting the amount of such Advance is requested;to a demand deposit account of Borrower specified by Borrower not later than 6:00 p.m. (New York time) on the New York Banking Day specified in said Notice of Borrowing. (4d) whether If Lender makes a new Advance under this Agreement on a day on which Borrower is required to or has elected to repay all or any part of an outstanding Advance, Lender shall apply the proceeds of its new Advance to make such Advance is requested as repayment and only an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) amount equal to the currency of the Loans to be borrowed difference (if any) between the Company fails to specify a currency in an Advance Request, then amount being borrowed and the Loan so requested amount being repaid shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured available by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account Lender to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance Borrower as provided in Section 3.1(b2.03(c), and secondor remitted by Borrower to Lender as provided in Section 2.11, fund as the remaining portion case may be. (e) Borrower hereby irrevocably authorizes Lender to rely on telephonic, telegraphic, telecopy, telex or written instructions of any individual identifying himself or herself as one of the requested Advanceindividuals listed on Schedule 2.03 attached hereto (or any other individual from time to time authorized to act on behalf of Borrower pursuant to a resolution adopted by the board of directors of Borrower and certified by the Secretary of Borrower and delivered to Lender) with respect to any request to make a Advance or a repayment under this Agreement, if anyand on any signature which Lender believes to be genuine, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank and Borrower shall be bound thereby in addition to, and shall not relieve the same manner as if such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any individual were actually authorized or such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodssignature were genuine.

Appears in 1 contract

Samples: Loan Agreement (Broadridge Financial Solutions, Inc.)

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: Borrower shall give Lender oral or written notice (a “Notice of Borrowing”) by 10:00 a.m. (St. Louis time) on (i) give notification by telephone (the Business Day on which notification each Prime Rate Advance shall be made on the Borrowing Datemade, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and at least a minimum of two (2) New York Banking Days prior to which each LIBOR Advance shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount made. Each Notice of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: Borrowing shall specify: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such Advanceadvance, which shall be a Business Day;Day during the Term, (B) the aggregate principal amount of such advance, and (C) with respect to each LIBOR Advance, the Loan Period. (3b) the Applicable Tranche under which such Advance is requested;A Notice of Borrowing shall not be revocable by Borrower. (4c) whether Subject to the terms and conditions of this Agreement, provided that Lender has received the Notice of Borrowing, Lender shall (unless Lender determines that any applicable condition specified in Section 4 has not been satisfied) make the applicable Loan advance to Borrower by crediting the amount of such Advance is requested as an Applicable Tranche Revolving Loan advance to a demand deposit account of Borrower at Lender specified by Borrower (or Applicable Tranche Swingline Loan;such other account mutually agreed upon in writing between Lender and Borrower) not later than 2:30 p.m. (St. Louis time) on the Business Day specified in said Notice of Borrowing. (5d) If Lender makes a new Loan advance under this Agreement on a day on which Borrower is required to or has elected to repay all or any part of an outstanding Loan advance, Lender shall apply the currency proceeds of its new Loan advance to make such repayment and only an amount equal to the Loans to be borrowed difference (if any) between the Company fails to specify a currency in an Advance Request, then amount being borrowed and the Loan so requested amount being repaid shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars);available by Lender to Borrower. (6e) whether such Advance shall be initially secured by Borrower hereby irrevocably authorizes Lender to rely on telephonic, telegraphic, telecopy, telex, electronic mail, or written instructions of any Clearing Member Customer Gold Warrant Advance Deposit Account individual identifying himself or herself as one of the individuals listed on Schedule 3.03 attached hereto (or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company individual from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested time authorized to act as an Applicable Tranche Swingline Bank on behalf of Borrower pursuant to a resolution adopted by either the Board of Directors of Borrower and certified by the Secretary of Borrower) with respect to such Advance and any request to make Applicable Tranche Swingline Loans and the respective amounts thereofa Loan advance or a repayment under this Agreement, and (2) on any signature which Lender believes to be genuine, and Borrower shall be bound thereby in the same manner as if such Applicable Tranche Swingline Loans are being requested on the same day as individual were actually authorized or such signature were genuine. Borrower also hereby agrees to defend and indemnify Lender and hold Lender harmless from and against any Applicable Tranche Revolving Loansand all claims, whether such Applicable Tranche Swingline Loans are demands, damages, liabilities, losses and reasonable costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) relating to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent or arising out of or in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, connection with the proceeds made available to it in respect acceptance of one instructions for making Loan advances or more Applicable Tranche Covering Swingline Loansrepayments under this Agreement; unless such claims, subject to Section 3.1(c). For the avoidance of doubtdemands, the provision of Applicable Tranche Swingline Loans damages, liabilities and losses are caused solely by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties Lender’s gross negligence or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsintentional misconduct.

Appears in 1 contract

Samples: Loan Agreement (Superior Bancorp)

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: (i) give notification notification, by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) ), to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche applicable Facility and the respective applicable currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by facsimile and by email prior (x) not later than 4:45 p.m. (New York City time) on any Business Day in the case of any Advance to be denominated in Dollars and (y) not later than 10:00 a.m. (London time) on any Business Day in the Applicable Borrower Notice Deadlinecase of any Advance to be denominated in an Alternative Currency: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H I attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for the currency to be included in such Applicable TrancheAdvance, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which whether such Advance is requestedrequested under the USD Credit Facility or the MC Credit Facility; (4) whether such Advance is requested as an Applicable Tranche a Revolving Loan or Applicable Tranche a Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent; and (7) whether the requested Loans are being designated as Settlement Loans, (y) as GFX Loans or as CMECE Loans and, in the case of an Advance (other than a Settlement Loans, whether the Settlement Loans are being designated as Clearing Member Customer Gold Warrant Advance) Fund Pool Loans or Company Pool Loans for the purpose of calculations relating to be made in a currency other than U.S. Dollarsthe Borrowing Base and, Canadian Dollarsif the Settlement Loans are being designated as Clearing Fund Pool Loans, Euro or Sterlingspecifying the applicable Clearing Business, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I J attached hereto detailing the Collateral pledged by the Company to secure the requested Advance Loans (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of MC Swingline Loans shall also specify (1) the MC Banks being requested to act as an Applicable Tranche “MC Swingline Bank Bank” with respect to such Advance and make Applicable Tranche MC Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche MC Swingline Loans are being requested on the same day as any Applicable Tranche MC Revolving Loans, whether such Applicable Tranche MC Swingline Loans are to cover for any Applicable Tranche MC Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche MC Swingline Loan, an “Applicable Tranche MC Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche MC Revolving Loans. If any Applicable Tranche MC Swingline Loans being requested are Applicable Tranche MC Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche MC Revolving Loans timely made available to it to fund the requested MC Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested MC Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche MC Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche MC Swingline Loans by any Applicable Tranche MC Swingline Bank shall be in addition to, and shall not relieve such MC Bank from its obligation to make Applicable Tranche MC Revolving Loans ratably in proportion to the amount of of, its Applicable Tranche MC Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methods.

Appears in 1 contract

Samples: Credit Agreement (Cme Group Inc.)

Method of Borrowing. (a) To request an Advance hereunder, The obligation of the Company shall: (i) give notification by telephone (which notification Parent to pay the Revolving Loan shall be made on evidenced by a promissory note executed by the Borrowing Date, Parent to the Bank in the form attached as Exhibit A to the Third Amendment (as the same may be made either before amended, modified, extended, renewed and/or restated or after delivery of the Advance Request replaced from time to time and at any time, being referred to in clause this Agreement as the "Revolving Note"). So long as no Event of Default or Unmatured Event of Default shall have occurred and be continuing and until the Revolving Loan Maturity Date, the Parent may borrow, pay and reborrow under the Revolving Note on any Banking Day, provided that no borrowing may cause the principal balance of the Revolving Loan to exceed the Maximum Loan Availability or may result in an Event of Default or an Unmatured Event of Default. Each Advance under the Revolving Loan shall be conditioned upon receipt by the Bank from the Parent of an Application for Revolving Loan Advance, a Borrowing Base Certificate and an Officer's Certificate, provided that the Bank may, at its discretion, make a disbursement upon the oral request of the Parent made by an Authorized Officer, or upon a request transmitted to the Bank by telephone facsimile (ii"fax") below machine, or by any other form of written electronic communication (all such requests for Advances being hereafter referred to as "informal requests"). In so doing, the Bank may rely on any informal request which shall have been received by it in good faith from an individual reasonably believed to be an Authorized Officer. Each informal request shall be promptly confirmed by a duly executed Application for Revolving Loan Advance, Borrowing Base Certificate (if the Borrowing Base Certificate most recently submitted reports a Borrowing Base which is greater than would be reported on the date of the Application) and Officer's Certificate if the Bank so requires and shall in and of itself constitute the representation of the Parent that no Event of Default or Unmatured Event of Default has occurred and is continuing or would result from the making of the requested Advance and that the making of the requested Advance shall not cause the principal balance of the Revolving Loan to exceed the Maximum Loan Availability at the date such Advance is made. All borrowings and reborrowings and all payments shall be subject to in amounts of not less than Fifty Thousand Dollars ($50,000), except for repayment of the entire principal balance of the Revolving Loan. Upon receipt of an Application for Revolving Loan Advance, or at the Bank's discretion upon receipt of an informal request for an Advance and upon compliance with any other conditions of lending stated in Section 3.5(b)) 6 of this Agreement applicable to the Administrative Agent that Revolving Loan, the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, Bank shall disburse the amount of the Advancerequested Advance to the Parent. All Advances by the Bank and payments by the Parent with respect to the Revolving Loan shall be recorded by the Bank on its books and records, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company principal amount outstanding from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterlingplus interest payable thereon, shall be a deposit account determined by reference to the books and records of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) Bank. The Bank's books and records shall be presumed prima facie to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, correct as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsmatters.

Appears in 1 contract

Samples: Credit Agreement (Starcraft Corp /In/)

Method of Borrowing. (a) To In order to request an Advance hereunderany Borrowing under Section 3.1, the Company shall: Borrower shall ----------- hand deliver, telex or telecopy to Administrative Agent a duly completed Request for Borrowing (herein so called) prior to 12:00 noon (Dallas, Texas time), (i) give notification by telephone at least one (which notification shall be made on 1) Domestic Business Day before the Borrowing DateDate specified for a proposed Base Rate Borrowing, may be made either before or after delivery of the Advance Request referred to in clause and (ii) below and at least three (3) Eurodollar Business Days before the Borrowing Date of a proposed Eurodollar Borrowing. Each such Request for Borrowing shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested substantially in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H F attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E --------- hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1i) the Borrowing Date of such Borrowing, which shall be a Domestic Business Day in the case of a Base Rate Borrowing or a Eurodollar Business Day in the case of a Eurodollar Borrowing; (ii) the aggregate amount of the requested Advancesuch Borrowing; (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4iii) whether such Advance Borrowing is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that Base Rate Borrowing or a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”)Eurodollar Borrowing; and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ziv) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andEurodollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (Bb) Upon receipt of a notice to the Collateral Request for Borrowing, Administrative Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer promptly notify each Bank of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent contents thereof and the Collateral Monitoring Agentamount of the Borrowing to be loaned by such Bank pursuant thereto, as updated in writing and such Request for Borrowing shall not thereafter be revocable by the Company from time to Borrower. (c) Not later than 12:00 noon (Dallas, Texas time) and delivered on the date of each Borrowing, each Bank shall make available its Commitment Percentage of such Borrowing, in Federal or other funds immediately available in Dallas, Texas to Administrative Agent at its address set forth on Schedule 2.1 hereto. ------------- Notwithstanding the Collateral Agent’s Office and the Collateral Monitoring Agent’s Officeforegoing, and if Borrower delivers to Administrative Agent a Request for Borrowing prior to 10:00 a.m. (iiiDallas, Texas time) give separate notificationon a Domestic Business Day requesting a Base Rate Borrowing on such day, each Bank shall use its best efforts to make available to Administrative Agent its Commitment Percentage of such Borrowing by telephone1:00 p.m. (Dallas, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1Texas time) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as day. Unless Administrative Agent determines that any Applicable Tranche Revolving Loansapplicable condition specified in Section 7.2 has not been satisfied, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made Administrative Agent will make the funds ----------- so received from Banks available to the Borrower at Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsAgent's aforesaid address.

Appears in 1 contract

Samples: Credit Agreement (Denbury Resources Inc)

Method of Borrowing. (a) To request an Advance hereunderA Borrower desiring to make a Borrowing shall give the Agent notice in the form of Exhibit B (a "NOTICE OF BORROWING") not later than 11:00 A.M. (Tokyo, Japan time) on the Company shallthird Euro-Dollar Business Day on the Euro-Dollar Business Day) before the date of the Borrowing (or such later time as shall be agreed to by the Agent), specifying: (i) give notification by telephone (which notification shall be made on the proposed Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and which shall be subject to Section 3.5(b)) to a Euro-Dollar Business Day within the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent Availability Period; and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance;Borrowing to be made on such Borrowing Date. (2b) Upon receipt of such a Notice of Borrowing, the Agent shall promptly notify each Bank of the contents thereof and of such Bank's share of the requested Borrowing and such Notice of Borrowing shall not thereafter be revocable by such Borrower. (c) Not later than 12:00 Noon (New York City time) on each Borrowing Date for a Borrowing, each Bank shall make available its share of such Borrowing, in Federal or other funds immediately available in New York City, to the Agent's account at Morgxx Xxxranty Trust Company of New York, 60 Wxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Xxless the Agent determines that any applicable condition specified in Article 3 has not been satisfied, the Agent will make the funds so received from the Banks available to such Borrower at the account specified in the Notice of Borrowing. (d) Unless the Agent shall have received notice from a Bank prior to the Borrowing Date that such Bank will not make available to the Agent such Bank's share of a Borrowing, the Agent may assume that such Bank has made such share available to the Agent on the date of such AdvanceBorrowing in accordance with subsection (c) of this Section and the Agent may, which in reliance upon such assumption, make available to such Borrower on such date a corresponding amount. If and to the extent that such Bank shall be a Business Day; (3) not have so made such share available to the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case each of an Advance (other than a Clearing Member Customer Gold Warrant Advance) such Bank and such Borrower severally agrees to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice repay to the Collateral Agent and Collateral Monitoring Agent in substantially forthwith on demand such corresponding amount together with interest thereon, for each day from the form of Exhibit I attached hereto detailing date such amount is made available to such Borrower until the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered date such amount is repaid to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and at (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2i) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loansamount is repaid by such Borrower, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available a rate per annum equal to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds higher of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methods.Federal

Appears in 1 contract

Samples: Credit Agreement (New Aap LTD)

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: (i) The Borrower shall give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount notice (a “Notice of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request ConfirmationBorrowing”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto F, of (an “Advance Request”), which Advance Request shall i) each Borrowing to be executed by an officer of made on the Company listed on an incumbency certificate (in substantially Effective Date no later than the form of Exhibit E hereto, delivered Domestic Business Day prior to the Administrative Agent, as updated in writing by the Company from time to Effective Date and (ii) each Borrowing thereafter not later than 10:00 A.M. (New York City time) on the third Eurodollar Business Day before each Eurodollar Rate Advance and delivered to the Administrative Agent’s Office applicable for such Applicable TrancheDomestic Business Day before each Base Rate Advance, and shall specifyspecifying: (1) the aggregate amount date of such Borrowing, which shall be a Domestic Business Day in the requested case of a Base Rate Advance or a Eurodollar Business Day in the case of a Eurodollar Rate Advance;, (2) the date aggregate amount of such AdvanceBorrowing, which shall be a Business Day;and (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andEurodollar Rate Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (Bb) Upon receipt of a notice to Notice of Borrowing, the Collateral Administrative Agent shall promptly notify each Lender of the contents thereof and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged such Lender’s share of such Borrowing, if any, and such Notice of Borrowing shall not thereafter be revocable by the Company to secure the requested Advance Borrower. (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate c) Not later than Noon (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to New York City time) and delivered to on the Collateral Agent’s Office and the Collateral Monitoring Agent’s Officedate of each Borrowing, and (iii) give separate notificationeach Lender with a Revolving Facility Commitment shall make available its share of such Borrowing, by telephonein Federal or other funds immediately available in New York City, to the Collateral Administrative Agent at its address specified in or pursuant to Section 8.02. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, the Collateral Notice has been delivered Administrative Agent will make the funds so received from the Lenders available to the Collateral Borrower at the Administrative Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect ’s aforesaid address. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of Applicable Tranche Revolving Loans, the Company may also any Borrowing that such Lender will not make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to Lender’s share of such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline LoansBorrowing, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely may assume that such Lender has made such share available to it to fund the requested Advance as provided Administrative Agent on the date of such Borrowing in accordance with subsection (c) of this Section 3.1(b), 2.02 and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent commercially reasonable that such Lender shall not have so made such share available to the Administrative Agent, such Lender and following telephone notices the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.04 and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance included in such Borrowing for purposes of this Agreement. Nothing herein shall affect any rights that the Borrower may have against such defaulting Lender. (e) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing. (f) Unless consented to by the Company requesting sameLead Arrangers in their sole discretion, agree no Eurodollar Rate Advances may be elected on the Effective Date or prior to accept such notices via other electronic delivery methodsthe date 10 days thereafter (or, if earlier, the completion of the primary syndication of the Commitments and Advances hereunder as determined by the Lead Arrangers.

Appears in 1 contract

Samples: Credit Agreement (Young Broadcasting Inc /De/)

Method of Borrowing. (a) To In order to request an Advance any Borrowing hereunder, the Company shall: Borrower shall hand deliver or telecopy to Administrative Agent a duly completed Request for Borrowing (i) give notification by telephone prior to 10:00 a. m. (which notification shall be made Central time) on the Borrowing DateDate of a proposed Adjusted Base Rate Borrowing, may be made either before or after delivery of the Advance Request referred to in clause and (ii) below and prior to 11:00 a.m. (Central time) at least three (3) Eurodollar Business Days before the Borrowing Date of a proposed Eurodollar Borrowing. Each such Request for Borrowing shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested substantially in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E B hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1A) the aggregate amount of the requested Advancewhether such Borrowing is to be an Adjusted Base Rate Borrowing or a Eurodollar Borrowing; (2B) the date Borrowing Date of such AdvanceBorrowing, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) Day in the case of an Advance (other than Adjusted Base Rate Borrowing, or a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) Eurodollar Business Day in the case of an Advance a Eurodollar Borrowing; (other than a Clearing Member Customer Gold Warrant AdvanceC) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or aggregate amount of such Borrowing; (zD) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit AccountsEurodollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period; (E) the Outstanding Revolving Credit exposure on the date thereof; and (BF) a notice the pro forma Outstanding Revolving Credit exposure (giving effect to the Collateral Agent and Collateral Monitoring Agent in substantially requested Borrowing). Each Request for Borrowing shall constitute a representation by Borrower that the form amount of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance Borrowing shall not cause the total Outstanding Revolving Credit to exceed the Total Commitment (i.e., the least of (x) the Aggregate Maximum Credit Amounts, (y) the then effective Borrowing Base and (z) the then effective Aggregate Elected Commitment Amount). (b) Upon receipt of a “Collateral Notice”Request for Borrowing described in Section 2.2(a), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds promptly notify each Bank (as applicable) of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), contents thereof and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of the Borrowing to be loaned by such Bank pursuant thereto, and such Request for Borrowing shall not thereafter be revocable by Borrower. (c) Not later than 12:00 noon (Central time) on the date of each Borrowing, each Bank shall make available its Applicable Tranche Commitment. In the event the Company is unable Percentage of such Borrowing, in funds immediately available to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent mayat its address set forth on Schedule 1 hereto. Unless Administrative Agent determines that any applicable condition specified in Section 6.2 has not been satisfied, Administrative Agent will make the funds so received from Banks available to the extent commercially reasonable and following telephone notices Borrower at Administrative Agent’s aforesaid address or, if requested by the Company requesting sameBorrower, agree to accept by wire transfer of such notices via other electronic delivery methodsfunds as specified by Borrower.

Appears in 1 contract

Samples: Credit Agreement (Brigham Minerals, Inc.)

Method of Borrowing. Whenever the Borrower desires to receive an Advance, including the initial Advance, or to convert any portion of the outstanding Base Rate Loans into one or more LIBOR Borrowings (aa "Conversion" and, with its correlative meaning, "Converted"), or to continue all or any portion of an outstanding LIBOR Loan for another or additional LIBOR Period (a "Continuation" and, with its correlative meaning, "Continued"), it shall give the Agent notice in writing (by telecopy or by telephone confirmed immediately in writing) To request in the form of a duly completed Exhibit C (a "Notice of Borrowing") duly executed by an Authorized Signatory, in the case of an Advance hereunderor Continuation of, or a Conversion into, a LIBOR Borrowing, three (3) Business Days before the Company shall: requested date of such Advance, Conversion or Continuation, and in the case of an Advance of a Base Rate Borrowing, not later than 11:00 a.m. (New York City time) on the Business Day before the requested date of such Advance (which shall be a Business Day). Such Notice of Borrowing shall specify (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount requested date of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans Conversion or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such AdvanceContinuation, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (zii) in the case of a Clearing Member Customer Gold Warrant Advance shall be one Conversion or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”)Continuation, which Collateral Notice shall existing Borrowings include the Loans or portions thereof to be executed affected by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E heretosuch Notice, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notificationthe amount of the Advances to be incurred, and/or the Borrowings to be created by telephonesuch Conversion or Continuation, to (iv) the Collateral Agent that Class of the Collateral Notice has been delivered to Loans comprising each requested Borrowing, (v) in the Collateral Agent. Concurrently withcase of a LIBOR Advance, Conversion or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving LoansContinuation, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds duration of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion LIBOR Period of the requested AdvanceBorrowing and (vi) such other information as the Agent shall request. If a request for a Conversion or Continuation is not timely made prior to the expiration of a LIBOR Period, if any, or is not made in accordance with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubtthis Section, the provision portions of Applicable Tranche Swingline the Loans by any Applicable Tranche Swingline Bank proposed to be affected thereby shall be in addition toconverted into, and or continued as, Base Rate Loans. Any Notice of Borrowing received after 2:00 p.m. (New York City time) shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to be deemed received on the amount following Business Day. Each Notice of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices Borrowing shall be irrevocable upon receipt by the Company requesting same, agree to accept such notices via other electronic delivery methodsAgent.

Appears in 1 contract

Samples: Credit Agreement (Castle Dental Centers Inc)

Method of Borrowing. The obligation of the Company to repay the Overline shall be evidenced by a promissory note (athe "Overline Note") To request an Advance hereunderof the Company in the form of EXHIBIT "A" attached to the First Amendment. So long as no Event of Default or Unmatured Event of Default shall have occurred and be continuing and until the Overline Maturity Date, the Company shall: (i) give notification by telephone (which notification may borrow, repay and reborrow under the Overline Note on any Banking Day; provided, that no borrowing may cause the principal balance of the Overline to exceed the lesser of the Overline Commitment or the Borrowing Base or may result in an Event of Default or an Unmatured Event of Default, and provided further, that the Company may receive the proceeds of only one Advance per Banking Day. Each Advance under the Overline shall be made on conditioned upon receipt by the Bank from the Company of a Borrowing Date, may be made either before or after delivery Base Certificate completed as of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount date of the Advance, request. The Bank shall make a disbursement upon the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such oral request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on made by an incumbency certificate Authorized Officer, or upon a request transmitted to the Bank by telephone facsimile (in substantially the "fax") machine, or by any other form of Exhibit E heretowritten electronic communication (all such requests for Advances being hereafter referred to as "Informal Requests"). In so doing, delivered the Bank may rely on any Informal Request which shall have been received by it in good faith from a person reasonably believed to be an Authorized Officer. Upon making each Informal Request, the Company shall promptly deliver to the Administrative Agent, Bank a Borrowing Base Certificate completed as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Informal Request, then and shall in and of itself constitute the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer representation of the Company listed on an incumbency certificate (in substantially that no Event of Default or Unmatured Event of Default has occurred and is continuing or would result from the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with and that the proceeds made available making of the requested Advance shall not cause the principal balance of the Overline to it in respect exceed the lesser of one the Overline Commitment or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c)the Borrowing Base. For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank All borrowings and reborrowings and all repayments shall be in addition toamounts of not less than One Thousand Dollars ($1,000.00), except for repayment of the entire principal balance of the Overline and except for special prepayments of principal required under the terms of Section 2(e)(v). Upon receipt of a request for an Advance, a Borrowing Base Certificate, and upon compliance with any other conditions of lending stated in Section 7 of this Agreement applicable to the Overline, the Bank shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to disburse the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, requested Advance to the extent commercially reasonable Company. All Advances by the Bank and following telephone notices payments by the Company requesting sameshall be recorded by the Bank on its books and records, agree and the principal amount outstanding from time to accept time, plus interest payable thereon, shall be determined by reference to the books and records of the Bank. The Bank's books and records shall be presumed PRIMA FACIE to be correct as to such notices via other electronic delivery methodsmatters.

Appears in 1 contract

Samples: Credit Agreement (Landec Corp \Ca\)

Method of Borrowing. (a) To request an Advance hereunder, The obligation of the ------------------- Company shall: (i) give notification by telephone (which notification to repay the Revolving Loan shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, evidenced by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be promissory note executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (Bank in substantially the form of Exhibit EXHIBIT E heretoattached hereto (as the same may be amended, delivered to the Collateral Agent and the Collateral Monitoring Agentmodified, as updated in writing by the Company --------- extended, renewed, supplemented, replaced and/or restated from time to time and at any time) , the "Revolving Note"). So long as no Event of -------------- Default or Unmatured Event of Default shall have occurred and delivered to be continuing and until the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving LoansLoan Maturity Date, the Company may also borrow, repay (subject to the requirements of Section 2.06 of this Agreement) under the Revolving Note on any Banking Day, provided that Borrower shall not be entitled to receive and the Bank shall not be obligated to make any Advance: (i) at any time an Advance Request in respect Event of Applicable Tranche Swingline Loans. An Advance Request in respect Default or an Unmatured Event of Swingline Loans shall also specify Default has occurred or is continuing; (1ii) if the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to amount of such Advance and make Applicable Tranche Swingline Loans and would exceed the respective amounts thereof, and Remaining Availability; or (2iii) if after making such Applicable Tranche Swingline Loans are being requested on Advance the same day as any Applicable Tranche principal balance of the Revolving LoansLoan would exceed the Maximum Availability. Each Advance under the Revolving Loan shall be conditioned upon receipt by the Bank from the Company of an Application for Revolving Loan Advance and an Officer's Certificate, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not provided that the Bank may, at its discretion, make a disbursement upon the oral request of the Company made available by an Authorized Officer, or upon a request transmitted to the Administrative Agent Bank by telecopy or by any other form of written electronic communication (all such requests for Advances being hereafter referred to as "informal requests"). In so doing, ----------------- the Bank may rely on any informal request which shall have been received by it in good faith from a timely manner (any such Applicable Tranche Swingline Loan, Person reasonably believed to be an “Applicable Tranche Covering Swingline Loan”) or are simply being requested Authorized Officer. Each informal request shall be promptly confirmed by a duly executed Application for a Revolving Loan Advance and Officer's Certificate if the Bank so requires and shall in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, and of itself constitute the Administrative Agent shall first, use the proceeds representation of the Applicable Tranche Revolving Loans timely made available to it to fund Company that no Event of Default or Unmatured Event of Default has occurred and is continuing or would result from the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion making of the requested Advance, if anythat the requested Advance would not exceed the Remaining Availability, with and that the proceeds made available making of the requested Advance would not cause the principal balance of the Revolving Loan to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c)exceed the Maximum Availability. For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank All borrowings and reborrowings and all repayments shall be in addition toamounts of not less than Fifty Thousand Dollars ($50,000), except for repayment of the entire principal balance of the Revolving Loan and except for special prepayments of principal required under the terms of Section 2.06 of this Agreement. Upon receipt of an Application for a Revolving Loan Advance, or at the Bank's discretion upon receipt of an informal request for an Advance and upon compliance with any other conditions of lending stated in Section 6.01 of this Agreement applicable to the Revolving Loan, the Bank shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to disburse the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, requested Advance to the extent commercially reasonable Company. All Advances by the Bank and following telephone notices payments by the Company requesting sameshall be recorded by the Bank on its books and records, agree and the principal amount outstanding from time to accept such notices via other electronic delivery methods.time, plus interest payable thereon, shall be determined by

Appears in 1 contract

Samples: Credit Agreement (Valley National Gases Inc)

Method of Borrowing. (a) To request The relevant Borrower shall give the Administrative Agent notice (a "NOTICE OF BORROWING") (1) at its New York Office not later than 10:30 A.M. (New York time) on (y) the date of each ABR Borrowing and (z) the third Euro-Dollar Business Day before each Euro-Dollar Borrowing and (2) at its London Office not later than 10:30 A.M. (London time) on the fourth Euro-Currency Business Day before each Borrowing in an Advance hereunderAlternative Currency, the Company shallspecifying: (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such AdvanceBorrowing, which shall be a Domestic Business DayDay in the case of a ABR Borrowing or a Euro-Currency Business Day in the case of a Euro-Currency Borrowing; (3ii) the Applicable Tranche under which currency and aggregate amount (in such Advance is requestedcurrency) of such Borrowing; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5iii) the currency Class and initial Type of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether comprising such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”)Borrowing; and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ziv) in the case of a Clearing Member Customer Gold Warrant Advance Euro-Currency Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. In no event shall the total number of Groups of Loans at any one time outstanding exceed 12. (b) Promptly after receiving a Notice of Borrowing (and, in the case of a Borrowing in an Alternative Currency, no later than the third Euro-Currency Business Day before such Borrowing), the Administrative Agent shall notify each Lender of the contents thereof and of such Lender's ratable share (if any) of such Borrowing and such Notice of Borrowing shall not thereafter be one revocable by the Borrower. (c) On the date of each Borrowing, each Lender having a Commitment of the relevant Class shall make available its ratable share of such Borrowing: (A) if such Borrowing is to be made in Dollars, in Dollars not later than 2:00 P.M. (New York City time), in Federal or more Clearing Member Customer Gold Warrant Advance Deposit Accountsother funds immediately available in New York City, to the Administrative Agent at its New York office; andor (B) a notice except as otherwise provided in Section 2.23, if such Borrowing is to be made in an Alternative Currency, in such Alternative Currency (in such funds as may then be customary for the settlement of international transactions in such Alternative Currency) to the Collateral account of the Administrative Agent at such time and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged place as shall have been notified by the Company Administrative Agent to secure the requested Advance Lenders by at least four Euro-Currency Business Days' notice. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, the Administrative Agent will make the funds so received from the Lenders available to the Borrower at the Administrative Agent's aforesaid address. (d) If any Revolving Lender makes a “Collateral Notice”Revolving Loan hereunder on a day on which any Borrower is to repay all or any part of an outstanding Revolving Loan in the same currency from such Revolving Lender, such Revolving Lender shall apply the proceeds of its Revolving Loan to make such repayment and only an amount equal to the difference (if any) between the amount being borrowed and the amount being repaid shall be made available by such Revolving Lender to the Administrative Agent as provided in Section 2.02(b), which Collateral Notice or remitted by the relevant Borrower to the Administrative Agent as provided in Section 2.10, as the case may be. (e) Unless the Administrative Agent shall be executed by an officer have received at its New York Office notice from a Lender having a Commitment of the Company listed on an incumbency certificate (in substantially relevant Class before the form date of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent any Borrowing that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also such Lender will not make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to Lender's share of such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline LoansBorrowing, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely may assume that such Lender has made such share available to it to fund the requested Advance as provided Administrative Agent on the date of such Borrowing in accordance with Section 3.1(b), 2.02(c) and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, (d) and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent commercially reasonable that such Lender shall not have so made such share available to the Administrative Agent, such Lender and following telephone notices the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) if such amount is repaid by the Company requesting sameBorrower, agree a rate per annum equal to accept the higher of the Federal Funds Rate and the interest rate applicable to such notices via other electronic delivery methodsBorrowing pursuant to Section 2.04 and (ii) if such amount is repaid by such Lender, the Federal Funds Rate (if such Borrowing is in Dollars) or the applicable Adjusted London Interbank Offered Rate (if such Borrowing is in an Alternative Currency). If such Lender shall repay to the Administrative Agent such corresponding amount, the Borrower shall not be required to repay such amount and the amount so repaid by such Lender shall constitute such Lender's Loan included in such Borrowing for purposes of this Agreement.

Appears in 1 contract

Samples: Credit and Guarantee Agreement (SFX Entertainment Inc)

Method of Borrowing. (a) To request an Advance hereunderThe Company shall give the Administrative Agent notice (a "Notice of Borrowing") not later than 11:00 A.M. (Eastern Time) on (x) the date of each Base Rate Borrowing, (y) the Company shallsecond Domestic Business Day before each CD Borrowing and (z) the third Euro-Dollar Business Day before each Euro-Dollar Borrowing, specifying: (i) give notification by telephone (the date of such Borrowing, which notification shall be made on a Domestic Business Day in the case of a Domestic Borrowing Date, may be made either before or after delivery a Euro-Dollar Business Day in the case of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”),a Euro-Dollar Borrowing; (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advancesuch Borrowing; (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4iii) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans comprising such Borrowing are to be borrowed (if bear interest initially at the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advanceBase Rate, a “Clearing Member Customer Gold Warrant Advance”)CD Rate or a Euro-Dollar Rate; and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ziv) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andFixed Rate Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (Bb) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender's ratable share of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Company. In the case of a Base Rate Borrowing, the Administrative Agent shall give such notice to each Lender as promptly as practicable and in any event not later than 12:30 P.M. (Eastern Time) on the Collateral Agent and Collateral Monitoring Agent in substantially the form date of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, andsuch Base Rate Borrowing. (iiic) give separate notificationNot later than 2:00 P.M. (Eastern Time) on the date of each Borrowing, by telephoneeach Lender shall make available its ratable share of such Borrowing, in Federal or other funds immediately available in New York City, to the Collateral Administrative Agent at its address referred to in Section 9. 1. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, the Collateral Notice has been delivered Administrative Agent will make the funds so received from the Lenders available to the Collateral Company at the Administrative Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect 's aforesaid address. (d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of Applicable Tranche Revolving Loans, the Company may also any Borrowing that such Lender will not make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to Lender's share of such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline LoansBorrowing, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely may assume that such Lender has made such share available to it to fund the requested Advance as provided Administrative Agent on the date of such Borrowing in accordance with subsection (c) of this Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, in reliance upon such assumption, make available to the Company on such date a corresponding amount. If and to the extent commercially reasonable that such Lender shall not have so made such share available to the Administrative Agent, such Lender and following telephone notices by the Company requesting same, severally agree to accept repay to the Administrative Agent forthwith on demand such notices via other electronic delivery methodscorresponding amount together with interest thereon, for each day from the date such amount is made available to the Company until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Company, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.5 and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender's Loan included in such Borrowing for purposes of this Agreement.

Appears in 1 contract

Samples: Credit Agreement (United States Surgical Corp)

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective applicable currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by facsimile and by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent; and (7) whether the requested Loans are being designated as Settlement Loans, (y) as GFX Loans or as CMECE Loans and, in the case of an Advance (other than a Settlement Loans, whether the Settlement Loans are being designated as Clearing Member Customer Gold Warrant Advance) Fund Pool Loans or Company Pool Loans for the purpose of calculations relating to be made in a currency other than U.S. Dollarsthe Borrowing Base and, Canadian Dollarsif the Settlement Loans are being designated as Clearing Fund Pool Loans, Euro or Sterlingspecifying the applicable Clearing Business, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email facsimile (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methods.

Appears in 1 contract

Samples: Credit Agreement (Cme Group Inc.)

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer The obligation of the Company listed on an incumbency certificate (in substantially to repay the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such Advance, which Revolving Loan shall be evidenced by a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged promissory note executed by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (Bank in substantially the form of Exhibit E heretoEXHIBIT D attached hereto (as the same may be amended, delivered to the Collateral Agent and the Collateral Monitoring Agentmodified, as updated in writing by the Company extended, renewed, supplemented, replaced and/or restated from time to time and at any time) , the "REVOLVING NOTE"). So long as no Event of Default or Unmatured Event of Default shall have occurred and delivered to be continuing and until the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving LoansLoan Maturity Date, the Company may also borrow, repay (subject to the requirements of Section 2.06 of this Agreement) under the Revolving Note on any Banking Day, provided that Company shall not be entitled to receive and the Bank shall not be obligated to make any Advance: (i) at any time an Advance Request in respect Event of Applicable Tranche Swingline Loans. An Advance Request in respect Default or an Unmatured Event of Swingline Loans shall also specify Default has occurred or is continuing; (1ii) if the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to amount of such Advance and make Applicable Tranche Swingline Loans and would exceed the respective amounts thereof, and Remaining Availability; or (2iii) if after making such Applicable Tranche Swingline Loans are being requested on Advance the same day as any Applicable Tranche principal balance of the Revolving LoansLoan would exceed the Maximum Availability. Each Advance under the Revolving Loan shall be conditioned upon receipt by the Bank from the Company of an Application for Revolving Loan Advance and an Officer's Certificate, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not provided that the Bank may, at its discretion, make a disbursement upon the oral request of the Company made available by an Authorized Officer, or upon a request transmitted to the Administrative Agent in a timely manner Bank by telecopy or by any other form of written electronic communication (any all such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply requests for Advances being requested in addition hereafter referred to such Applicable Tranche Revolving Loansas "INFORMAL REQUESTS"). If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline LoansIn so doing, the Administrative Agent Bank may rely on any informal request which shall first, use have been received by it in good faith from a Person reasonably believed to be an Authorized Officer. Each informal request shall be promptly confirmed by a duly executed Application for a Revolving Loan Advance and Officer's Certificate if the proceeds Bank so requires and shall in and of itself constitute the representation of the Applicable Tranche Revolving Loans timely made available to it to fund Company that no Event of Default or Unmatured Event of Default has occurred and is continuing or would result from the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion making of the requested Advance, if anythat the requested Advance would not exceed the Remaining Availability, with and that the proceeds made available making of the requested Advance would not cause the principal balance of the Revolving Loan to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c)exceed the Maximum Availability. For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank All borrowings and reborrowings and all repayments shall be in addition toamounts of not less than Fifty Thousand Dollars ($50,000), except for repayment of the entire principal balance of the Revolving Loan and except for special prepayments of principal required under the terms of Section 2.06 of this Agreement. Upon receipt of an Application for a Revolving Loan Advance, or at the Bank's discretion upon receipt of an informal request for an Advance and upon compliance with any other conditions of lending stated in Section 6.01 of this Agreement applicable to the Revolving Loan, the Bank shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to disburse the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, requested Advance to the extent commercially reasonable Company. All Advances by the Bank and following telephone notices payments by the Company requesting sameshall be recorded by the Bank on its books and records, agree and the principal amount outstanding from time to accept time, plus interest payable thereon, shall be determined by reference to the books and records of the Bank. The Bank's books and records shall be presumed PRIMA FACIE to be correct as to such notices via other electronic delivery methodsmatters.

Appears in 1 contract

Samples: Credit Agreement (Valley National Gases Inc)

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: (i) The Borrower shall give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount notice (a “Notice of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance RequestBorrowing”), which Advance Request shall be executed substantially in the form approved by an the Administrative Agent and separately provided to the Borrower, prior to 12:00 p.m. (New York City time) on the same day for a Base Rate Borrowing, prior to 11:00 a.m. (New York City time) at least two (2) U.S. Government Securities Business Days prior to each Term SOFR Borrowing and, if applicable pursuant to this Agreement, prior to 11:00 a.m. (New York City time) at least five (5) U.S. Government Securities Business Days prior to each Daily Simple SOFR Borrowing. Each Notice of Borrowing shall be signed by any authorized officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, Borrower and shall specify: (1) the aggregate amount of the requested Advance; (2i) the date of such Advancethe applicable Borrowing, which shall be a Business Day; (3ii) the Applicable Tranche under which aggregate principal amount of such Advance is requestedBorrowing; (4iii) whether the Loans comprising such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline LoanBorrowing are to be Base Rate Loans, Term SOFR Loans or, if applicable pursuant to this Agreement, Daily Simple SOFR Loans; (5iv) in the currency case of a Term SOFR Borrowing, the duration of the Loans Interest Period applicable thereto, subject to be borrowed (if the Company fails to specify a currency in an Advance Request, then provisions of the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”)definition of Interest Period; and (7v) the location and number of the CompanyBorrower’s account to which funds are to be disbursed, which . (xb) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case Upon receipt of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form Notice of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline LoansBorrowing, the Administrative Agent shall first, use the proceeds promptly notify each Bank of the Applicable Tranche Revolving Loans timely made available to it to fund contents thereof and of such Bank’s ratable share of such Borrowing, and such Notice of Borrowing shall not thereafter be revocable by the requested Advance Borrower. (c) Not later than 2:00 p.m. (New York City time) on the date of each Borrowing, each Bank shall (except as provided in Section 3.1(b)paragraph (d) of this Section) make available its ratable share of such Borrowing in Dollars immediately available in New York, and secondNew York, fund to the remaining portion Administrative Agent at such account of the requested Advance, if any, with Administrative Agent as shall be specified by it for such purpose from time to time. The Administrative Agent will make the proceeds made funds so received by it from the Banks available to it the Borrower, at the account of the Borrower specified in respect the applicable Notice of one or more Applicable Tranche Covering Swingline LoansBorrowing, subject not later than 4:30 p.m. (New York City time) on the date of any relevant Borrowing. Unless the Administrative Agent receives notice from a Bank, prior to Section 3.1(c). For the avoidance date of doubtany Borrowing, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve stating that such Bank from its obligation to will not make Applicable Tranche Revolving Loans ratably a Loan in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any connection with such notices via email (due to operational difficulties or otherwise)Borrowing, the Administrative Agent mayshall, in relation to the extent commercially reasonable Banks, be entitled to assume that such Bank will make a Loan in connection with such Borrowing and, in reliance on such assumption, the Administrative Agent may (but shall not be obligated to) make available such Bank’s ratable share of such Borrowing to the Borrower for the account of such Bank. If the Administrative Agent makes any such Bank’s ratable share of a Borrowing available to the Borrower, the Administrative Agent shall promptly notify (which notice may be telephonic) the Borrower of the identity of the Bank for whom such funds were advanced and following telephone notices by the Company requesting same, agree amount of such advance. The Administrative Agent shall promptly notify (which notice may be telephonic) the Borrower of the details of any notice received from any Bank stating that any such Bank does not intend to accept such notices via other electronic delivery methods.make its ratable share of funds available in connection with any relevant

Appears in 1 contract

Samples: Revolving Credit Facility Agreement (Home Depot, Inc.)

Method of Borrowing. MANNER AND METHOD OF MAKING INTEREST AND OTHER PAYMENTS. (a) To request Not later than 12:00 noon (Chicago time) on each Funding Date, each Lender shall make available its Pro Rata Share of the advances under the Revolving Loan (except for advances made pursuant to a Conversion/Continuation Notice, in which case each Lender shall be deemed to have made its advances) in funds immediately available in Chicago, Illinois to the Agent at its address specified pursuant to SUBSECTION 10.12. The Agent will make the funds so received from the Lenders available to the Borrower Representative in accordance with SUBSECTION 2.1(B). Notwithstanding the foregoing provisions of this subsection 2.6(a), to the extent that an Advance advance under the Revolving Loan or portion thereof made by a Lender matures or is to be repaid on the Funding Date of a requested advance under the Revolving Loan, such Lender shall first apply the proceeds of the advance it is then making to the repayment of the maturing advance under the Revolving Loan or portion thereof. (b) All payments by the Borrowers of the Obligations shall be made without deduction, defense, setoff or counterclaim and in same day funds. In its sole discretion, the Agent may deem interest to be paid and other payments (other than the principal balance of the Revolving Loan) to be paid by causing such amounts to be added to the principal balance of the Revolving Loan, all as set forth on the Agent's books and records. Each Borrower hereby authorizes and directs the Lenders, at the option of the Required Lenders, to make advances in the Revolving Loan by appropriate debits to the Loan Account for all such payments under the Financing Agreements. Unless otherwise directed by the Agent, all payments to the Lenders hereunder shall be made by delivery thereof to the Agent at its address set forth in SUBSECTION 10.12 or by delivery to the Agent for deposit in the Blocked Accounts of all proceeds of Accounts or other Collateral in accordance with SUBSECTION 3.5. If the Agent elects to bill the Borrowers for any amount due hereunder, such amount shaxx xe immediately due and payable with interest thereon as provided herein. Solely for the Company shall:purpose of calculating interest earned by each Lender with respect to the Revolving Loan, any check, draft or similar item of payment by or for the account of any Borrower delivered to the Agent or deposited in a Blocked Account in accordance with SUBSECTION 3.5 shall be applied by the Agent on account of such Borrower's Revolving Loan Obligations on the Business Day the Agent has received immediately available funds as a result of the deposit thereof in accordance with SUBSECTION 3.5. Immediately available funds received by the Agent after 2:00 p.m., (Chicago time), shall be deemed to have been received on the following Business Day. (i) give notification by telephone Unless the Borrower Representative or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (which notification shall be made on A) in the Borrowing Datecase of a Lender, may be made either before or after delivery such Lender's Pro Rata Share of the Advance Request referred to proceeds of an advance under the Revolving Loan or (B) in clause (ii) below and shall be subject to Section 3.5(b)) the case of the Borrowers, a payment of principal, interest, fees or other Obligations to the Administrative Agent for the account of the Lenders, that it does not intend to make such payment, the Advance Request Agent may assume that such payment has been or will made. The Agent may, but shall not be delivered to the Administrative Agent andobligated to, if not yet delivered, make the amount of such payment available to the Advanceintended recipient in reliance upon such assumption. If the Borrowers or such Lender, as the case may be, have not in fact made such payment to the Agent, the Applicable Tranche and recipient of such payment shall, on demand by the respective currency that will be requested in such Advance Request (such telephone notificationAgent, the “Advance Request Confirmation”), (ii) deliver, by email prior repay to the Applicable Borrower Notice Deadline: (A) a notice to Agent the Administrative Agent amount so made available together with interest thereon in respect of each day during the period commencing on the date such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing amount was so made available by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) Agent until the date of the Agent recovers such Advance, which shall be amount at a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans rate per annum equal to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance payment by a Lender, the Federal Funds Rate for such day (other than a Clearing Member Customer Gold Warrant Advanceas determined by the Agent) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance payment by the Borrowers, the interest rate applicable to the relevant advance under the Revolving Loan. (other than ii) Nothing contained in this subsection 2.6(c) will be deemed to relieve a Clearing Member Customer Gold Warrant Advance) Lender of its obligation to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro fulfill its Commitments or Sterling, shall be an account maintained with to prejudice any rights the Administrative Agent or another financial institution or (z) in the case Borrowers may have against such Lender as a result of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged any default by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, andsuch Lender under this Agreement. (iii) give separate notification, If the Agent determines at any time that any amount received by telephone, the Agent under this Agreement must be returned to the Collateral Borrowers or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement, the Agent will not be required to distribute any portion thereof to any Lender. In addition, each Lender will repay to the Agent on demand any portion of such amount that the Collateral Notice Agent has been delivered distributed to such Lender. (iv) Without limiting the Collateral Agent. Concurrently withgenerality of the foregoing, or shortly following, or in lieu of, each Lender shall be obligated to fund its making an Advance Request in respect Pro Rata Share of Applicable Tranche any Revolving Loans, Loan made after any acceleration of the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank Revolving Loan with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested any draw on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) Letter of Credit or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsLender Guaranty therefor.

Appears in 1 contract

Samples: Loan and Security Agreement (Lois/Usa Inc)

Method of Borrowing. (a) To request an Advance hereunderThe Borrower shall give the Administrative Agent notice (a "NOTICE OF BORROWING") not later than 11:00 A.M. (New York City time) on (x) the date of each Base Rate Borrowing and (y) the third Euro-Dollar Business Day before each Euro-Dollar Borrowing, the Company shallspecifying: (i) give notification by telephone (the date of such Borrowing, which notification shall be made on a Domestic Business Day in the case of a Base Rate Borrowing Date, may be made either before or after delivery a Euro-Dollar Business Day in the case of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”),a Euro-Dollar Borrowing; (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advancesuch Borrowing; (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4iii) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans comprising such Borrowing are to be borrowed (if bear interest initially at the Company fails to specify Base Rate or a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”)Euro-Dollar Rate; and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ziv) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andEuro-Dollar Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (Bb) Promptly after receiving a notice to Notice of Borrowing, the Collateral Administrative Agent shall notify each Bank of the contents thereof and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged such Bank's ratable share of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Company to secure the requested Advance Borrower. The Borrower shall not give a Notice of Borrowing at any time if, after giving effect thereto, more than 12 Groups of Loans would be outstanding. (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate c) Not later than 12:00 Noon (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to New York City time) and delivered to on the Collateral Agent’s Office and the Collateral Monitoring Agent’s Officedate of each Borrowing, and (iii) give separate notificationeach Bank shall make available its ratable share of such Borrowing, by telephonein Federal or other funds immediately available in New York City, to the Collateral Administrative Agent at its address specified in or pursuant to Section 10.01. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, the Collateral Notice has been delivered Administrative Agent will make the funds so received from the Banks available to the Collateral Borrower at the Administrative Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect 's aforesaid address. (d) Unless the Administrative Agent shall have received notice from a Bank before the date of Applicable Tranche Revolving Loans, the Company may also any Borrowing that such Bank will not make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to Bank's share of such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline LoansBorrowing, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely may assume that such Bank has made such share available to it to fund the requested Advance as provided Administrative Agent on the date of such Borrowing in accordance with subsection (b) of this Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent commercially reasonable that such Bank shall not have so made such share available to the Administrative Agent, such Bank and following telephone notices the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) if such amount is repaid by the Company requesting sameBorrower, agree a rate per annum equal to accept the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.04 and (ii) if such notices via other electronic delivery methodsamount is repaid by such Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, the Borrower shall not be required to repay such amount and the amount so repaid by such Bank shall constitute such Bank's Loan included in such Borrowing for purposes of this Agreement.

Appears in 1 contract

Samples: Senior Reducing Revolving Credit Facility (Bellwether Exploration Co)

Method of Borrowing. (a) To request an Until the Acquisition Loan Draw Period Expiration Date, Borrowers may borrow, repay and reborrow under the Acquisition Note on any Business Day, provided that Borrowers shall not be entitled to receive and Bank shall not be obligated to make any Advance hereunder, of the Company shall: Acquisition Loan: (i) give notification by telephone at any time an Event of Default or an Unmatured Event of Default has occurred or is continuing; or (which notification ii) if the aggregate amount of all outstanding Advances of the Acquisition Loan would exceed the Acquisition Loan Commitment. Subject to the foregoing, Advances under the Acquisition Loan shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specifyfollows: (1) the aggregate amount of the requested Advance; (2) the date of such Advance, which Bank shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect upon Bank’s receipt of Applicable Tranche Swingline Loans. An an Application for Advance Request in respect of Swingline Loans from Borrower Representative by written, telecopy, or telephonic notice not later than 10:00 A.M., Indianapolis time, on the date the Advance is to be made, which notice shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans amount and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion date of the requested Advance, if anyprovided that Bank may, with the proceeds made available to at its discretion, make a disbursement upon an Information Request. Bank may rely on any Informal Request which shall have been received by it in respect good faith from a Person reasonably believed to be an Authorized Officer. (2) Each Informal Request shall be promptly confirmed by a duly executed Application for Advance if Bank so requires and shall in and of one itself constitute the representation of Borrowers that no Event of Default or more Applicable Tranche Covering Swingline LoansUnmatured Event of Default has occurred and is continuing or would result from the making of the requested Advance, subject and that the requested Advance would not cause the outstanding Advances of the Acquisition Loan to exceed the Acquisition Loan Commitment. (3) Each Advance shall be made on a Business Day. (4) Upon receipt of an Application for Advance, or at Bank’s discretion upon receipt of an Informal Request for an Advance and upon compliance with any other conditions of lending stated in Section 3.1(c). For the avoidance 6.01 of doubtthis Agreement, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to disburse the amount of the requested Advance to Borrowers on the date designated for the Advance. All Advances by Bank and payments by Xxxxxxxxx shall be recorded by Bank on its Applicable Tranche Commitment. In books and records, and the event the Company is unable principal amount outstanding from time to submit any such notices via email (due to operational difficulties or otherwise)time, the Administrative Agent mayplus interest payable thereon, shall be determined by reference to the extent commercially reasonable books and following telephone notices by the Company requesting same, agree records of Bank. Bank’s books and records shall be presumed prima facie to accept be correct as to such notices via other electronic delivery methodsmatters.

Appears in 1 contract

Samples: Credit Agreement (Janel Corp)

Method of Borrowing. 2.2.1 The Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing not later than (a) To request in the case of a Eurodollar Advance, not later than 2:00 p.m., New York time, three (3) Business Days before the date of such proposed Advance or (b) in the case of an Advance hereunderABR Advance, not later than Noon, New York time, on the Company shalldate of such proposed Advance. Each Notice of Borrowing shall specify: (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such Advance, which shall be a Business Day, of such requested Advance; (3ii) the Applicable Tranche under which aggregate amount of such Advance is requestedrequested Advance; (4iii) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify an ABR Advance or a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Eurodollar Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ziv) in the case of a Clearing Member Customer Gold Warrant Eurodollar Advance, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term "Interest Period". If no election as to the Type of Advance is specified, then the requested Advance shall be an ABR Advance. If no Interest Period is specified with respect to any requested Eurodollar Advance, then the Borrower shall be deemed to have selected an Interest Period of one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and(1) month's duration. 2.2.2 Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender's share of the requested Advance, and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (Ba) a Each Lender shall make each Loan to be made by it hereunder on the proposed Borrowing Date thereof by wire transfer of immediately available funds by 3:00 p.m., New York time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Collateral Lenders. The Administrative Agent and Collateral Monitoring Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in substantially like funds, to an account of the form of Exhibit I attached hereto detailing the Collateral pledged Borrower designated by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice Borrower. Nothing herein shall be executed deemed to obligate any Lender to obtain the funds for its Loan in any particular place or manner or to constitute a representation by an officer of any Lender that it has obtained or will obtain the Company listed on an incumbency certificate funds for its Loan in any particular place or manner. (in substantially b) Unless the form of Exhibit E hereto, delivered Administrative Agent shall have received notice from a Lender prior to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent proposed date of any Advance that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also such Lender will not make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to Lender's Percentage Share of such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline LoansAdvance, the Administrative Agent shall firstmay assume that such Lender has made such share available on such date in accordance with Section 2.2.3 and may, use in reliance upon such assumption, make available to the proceeds Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the Applicable Tranche Revolving Loans timely applicable Advance available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to it the Borrower to fund but excluding the requested Advance as provided date of payment to the Administrative Agent, at (i) in Section 3.1(b)the case of such Lender, and second, fund the remaining portion greater of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans Federal Funds Effective Rate and a rate determined by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent mayin accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the extent commercially reasonable and following telephone notices by the Company requesting sameAdministrative Agent, agree to accept then such notices via other electronic delivery methodsamount shall constitute such Lender's Loan included in such Advance.

Appears in 1 contract

Samples: Credit Agreement (Pinnacle Gas Resources, Inc.)

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: shall (i) give notification notification, by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) ), to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency Advance that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), , (ii) deliver, by facsimile and by email (or, if the Advance Request Confirmation shall have been made prior to the Applicable Borrower Notice Deadline: Advance Notice, by facsimile or email), not later than 4:45 p.m. (New York City time) on any Business Day, (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H I attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to Investment Bank Loan Operations – North America department of the Administrative Agent’s Office applicable for such Applicable Tranche, Agent and shall specify: (1) the aggregate amount of specify whether the requested Advance; (2) the date of such AdvanceLoans are being designated as Settlement Loans or as GFX Loans and, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Settlement Loans, whether the Settlement Loans are being designated as Clearing Member Customer Gold Warrant Advance) Fund Pool Loans or Company Pool Loans for the purpose of calculations relating to be made in U.S. Dollarsthe Borrowing Base, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I J attached hereto detailing the Collateral pledged by the Company to secure the requested Advance Loans (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent Investment Bank Loan Operations – North America and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to Treasury & Securities Services – Wall Street Support departments of the Collateral Agent’s Office , and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Swingline Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereofthereof and, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an a Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of, its Commitment. (b) Immediately following the earlier of its Applicable Tranche Commitment. In an Advance Request Confirmation or the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwisedelivery of an Advance Request in accordance with Section 3.1(a), the Administrative Agent mayshall notify each Bank in writing, by facsimile or email, of the Company’s request for an Advance and such Bank’s pro rata share of the Advance (any such notice, a “Bank Notice”) and the Administrative Agent and the Collateral Agent shall, as applicable, subject to the extent commercially reasonable satisfaction of the applicable conditions precedent set forth in Article V, not later than 5:45 p.m. (New York City time) (i) determine the Market Value of the Clearing Fund Collateral Pool or the Company Collateral Pool, as applicable, and following telephone notices to determine the corresponding Borrowing Base, (ii) notify the Company, by telephone, at the contact information provided in the Advance Request, of the Collateral Agent’s determination of the Market Value of the applicable Collateral Pool and the corresponding Borrowing Base and whether such applicable Collateral Pool is sufficient for the corresponding Borrowing Base to collateralize the Company’s requested Advance (after giving effect to any concurrent redesignation pursuant to Section 2.13) and (iii) using the proceeds provided by the Banks pursuant to Section 4.1, or any additional proceeds that may be provided on behalf of the Banks by the Administrative Agent as provided in this Agreement, make available to the Company requesting samein immediately available funds the requested Advance (or, agree if such Collateral Pool is not then sufficient to accept collateralize the requested Advance as required hereby, the portion thereof that is so collateralized by such notices via other electronic delivery methodsCollateral Pool). In the event that the applicable Collateral Pool is not sufficient to so collateralize the requested Advance, the Collateral Agent shall notify the Company thereof and the Company may post additional Collateral to the applicable Collateral Pool within one Business Day of such notice (including, without limitation, by withdrawing any Company Security in accordance with Section 2.9(b) and posting such Company Security as additional Collateral with respect to the Clearing Fund Collateral Pool); upon the posting of such additional Collateral to the applicable Collateral Pool, the Administrative Agent shall make available to the Company a corresponding amount of the funds deposited by the Banks in accordance with Section 4.1. In the event that the Company fails to post sufficient additional Collateral to the applicable Collateral Pool to collateralize the requested Advance as required hereby within one Business Day following such notice from the Collateral Agent of the insufficiency of the applicable Collateral Pool, the Administrative Agent shall return any excess proceeds provided by the Banks to the Banks ratably in accordance with the amounts funded by each Bank. (c) If an Advance Request is made in respect of Covering Swingline Loans, (i) the portion thereof made available to the Administrative Agent and not required to cover for Revolving Loans shall be promptly returned to the applicable Swingline Banks on a pro rata basis in accordance with the respective amounts made available by such Swingline Banks and (ii) the proceeds of Revolving Loans subsequently made available to the Administrative Agent shall be distributed to such Swingline Banks as a prepayment of the principal of such Covering Swingline Loans, with such distribution to be made to such Swingline Banks on such a pro rata basis. Any Covering Swingline Loans made available to the Administrative Agent, whether or not subsequently made available to the Company, shall earn interest, payable by the Company, until the next Business Day at the Federal Funds Rate plus 2% per annum. Each Swingline Lender that makes any Covering Swingline Loan which is not made available to the Company and is promptly returned as contemplated above shall be entitled to compensation for such Covering Swingline Loan from the Company as determined by such Swingline Lender in accordance with its customary practices (provided that any such compensation shall not exceed the interest payable in respect of any Advance until the next Business Day pursuant to Section 3.3); and any Covering Swingline Loan which is made available to the Company shall earn interest, payable by the Company, in accordance with Section 3.3.

Appears in 1 contract

Samples: Credit Agreement (Cme Group Inc.)

Method of Borrowing. (a) To Whenever Borrower desires to request an Advance hereunder, the Company shall: an Authorized Officer shall deliver to Lender written notice of such proposed Advance (ian "Advance Request"), each such notice to be given prior to 12:00 noon (Orlando time) give notification by telephone (which notification shall be made on the Borrowing Datedate of such proposed Advance. An Advance Request, may be made either before or after delivery among other things, shall specify the amount of the Advance Request referred to in clause being requested (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that if the Advance Request has been is made via MBMS Net, as defined below, or will be delivered to the Administrative Agent and, if not yet deliveredother electronic transmission as permitted herein, the amount of the Advance may be determined by Lender by application of the applicable Advance Rate Amount to the schedule of specific Eligible Mortgage Loans provided by Borrower supporting the requested Advance, which determination shall be binding upon Borrower absent manifest error), the Applicable Tranche specific Eligible Mortgage Loans that support the Advance and the respective currency that will be requested in such Type of Advance. Each Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans shall be irrevocable and shall be in substantially the form of Exhibit H attached hereto B-1 for all Advances, appropriately completed for the Type of ----------- Advance requested, unless made via MBMS Net or other electronic transmission as permitted herein, in which case, Borrower shall deliver to Lender written confirmation of such electronic transmission (an “a "Confirmation of Electronic -------------------------- Advance Request"), which Advance Request shall such confirmation to be executed by an officer given prior to 12:00 noon (Orlando --------------- time) on the Banking Day immediately succeeding the date of the Company listed on an incumbency certificate (such electronic transmission and to be in substantially the form of Exhibit E heretoB-2; provided, delivered to however, Lender may ----------- -------- ------- change the Administrative Agent, as updated in writing by the Company form of Advance Request from time to time) time or require a different form for Advances of a particular Type; and further provided, however, that such Advance Request, unless otherwise directed by -------- ------- Lender, may be made via e-mail, facsimile transmission or the Mortgage Banking System Network ("MBMS Net"), and Lender shall be entitled to rely thereon without any requirement for subsequent delivery by Borrower to Lender of the original executed Advance Request in the form of Exhibit B-1, unless requested ----------- by Lender. If the Advance Request is made via MBMS Net or other electronic transmission as permitted herein, Borrower, by downloading same to Lender, shall be deemed to have made in respect thereto such reaffirmations, covenants, agreements and certifications to Lender with regard to the specific Eligible Mortgage Loans supporting the requested Advance as are set forth in the form of Advance Request attached hereto as Exhibit B-1. With regard to each Advance, ----------- Borrower shall deliver or cause to be delivered to Lender all of the Administrative Agent’s Office applicable for such Applicable TrancheRequired Documents referenced in Section 4.3 and, and shall specify:if requested by Lender at any time, all of the Additional Required Documents referenced in said Section. (1b) Without in any way limiting Borrower's obligation to deliver to Lender a copy of any written Advance Request, Lender may act without liability upon the aggregate amount basis of any electronic or telephonic Advance Request believed by Lender in good faith to be from an Authorized Officer prior to receipt of the requested Advance;Confirmation of Electronic Advance Request or written confirmation, as the case may be. In each such case, Borrower hereby waives the right to dispute or hold Lender in any way responsible for any errors or omissions in any electronic Advance Request or in Lender's record of the terms of such telephonic notice, as the case may be. An Authorized Officer shall promptly confirm in writing any Advance Request given by electronic transmission as required by subsection (a) above or by telephone, as the case may be. (2c) The interest rate applicable to each Advance shall be based on the LIBOR Rate or the Prime Rate then applicable to Advances under that Type of Advance pursuant to Section 2.5 hereof. (d) By delivering an Advance Request to Lender hereunder, Borrower shall be deemed to have represented and warranted that all of the representations and warranties of Borrower contained in Article V hereof are true and correct with the same force and effect as if made on the date of such Advance, which shall be a Business Day;Advance Request and that no Potential Default or Event of Default has occurred and is continuing. (3e) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notificationFurther, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making delivering an Advance Request to Lender in respect accordance with subsection (a) above, Borrower shall be deemed to represent and warrant to Lender at and as of Applicable Tranche Revolving Loans, the Company may also make an date of such Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank that with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Mortgage Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds each of the Applicable Tranche Revolving Loans timely made available statements set forth in the definition of Eligible Conforming Mortgage Loan, Eligible Wet Mortgage Loan, Eligible Gestation Mortgage Loan or Eligible Repurchased Mortgage Loan. as the case may be, is true and correct. (f) Lender reserves the right in its discretion to it review and reduce the Advance Rate Amount any time with respect to fund any particular Advance, to require additional Collateral or to require payment by Borrower to reduce the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion outstanding principal amount of the requested Advance, if any, with the proceeds made available to it Obligations in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company sale or collateralization of any Mortgage Loan is unable to submit any such notices via email (due to operational difficulties not consummated on or otherwise), before the Administrative Agent may, to date of sale recited in the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsapplicable Investor Commitment.

Appears in 1 contract

Samples: Mortgage Warehouse Loan and Security Agreement (Crescent Banking Co)

Method of Borrowing. (a) To request an Advance hereunderOn each Borrowing Date for Revolving Loans, the Company shall: each applicable Lender shall make available its Loan (i) give notification by telephone if such Loan is denominated in Dollars, not later than 2:00 p.m. (New York time) in federal or other funds immediately available to the Administrative Agent, in New York at its address specified in or pursuant to Article XIV and (ii) if such Loan is denominated in an Agreed Currency other than Dollars, not later than noon, local time, in the city of the Administrative Agent’s Lending Installation for such currency, in such funds as may then be customary for the settlement of international transactions in such currency in the city of and at the address of the Administrative Agent’s Lending Installation for such currency. Unless the Administrative Agent determines that any applicable condition specified in Article IV has not been satisfied, the Administrative Agent will make the funds so received from the applicable Lenders available to the applicable Borrower at the Administrative Agent’s aforesaid address. (b) Each Appropriate Foreign Currency Swing Lender shall, upon fulfillment of the applicable conditions set forth in Article IV (which notification shall be made fulfillment each Appropriate Foreign Currency Swing Lender may assume in the absence of prior written notice from the applicable Borrower, the Administrative Agent or the Required Lenders to the contrary), make any requested Foreign Currency Swing Loan available on the requested Borrowing Date in Same Day Funds available to such Borrower in the Appropriate Foreign Currency in the amount requested by such Borrower at such Appropriate Foreign Currency Swing Lender’s Lending Installation. (c) The Euro Swing Lender shall, upon fulfillment of the applicable conditions set forth in Article IV (which fulfillment the Euro Swing Lender may assume in the absence of prior written notice from the applicable Borrower, the Administrative Agent or the Required Lenders to the contrary), make any requested Euro Swing Loan available on the requested Borrowing Date in Same Day Funds available to such Borrower in Euros in the amount requested by such Borrower at the Euro Swing Lender’s Lending Installation. (d) Each U.S. Swing Lender shall, upon fulfillment of the applicable conditions set forth in Article IV (which fulfillment each U.S. Swing Lender may assume in the absence of prior written notice from the applicable Borrower, the Administrative Agent or the Required Lenders to the contrary), make its share of any requested U.S. Swing Loan available on the requested Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) funds immediately available in New York, to the Administrative Agent that at its Lending Installation. The Administrative Agent will promptly make the Advance Request has been or will be delivered funds so received from each U.S. Swing Lender available to such Borrower on the Borrowing Date at the Administrative Agent’s aforesaid address. (e) Any change to the Administrative Agent andaccount or accounts of any Borrower into which the proceeds of any Revolving Advance or Swing Loan are to be deposited or credited, if not yet delivered, or any change in the amount instructions of any Borrower with respect to the funding or transfer of the Advanceproceeds of any Revolving Advance or Swing Loan, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) shall require a written notice to the Administrative Agent or the applicable Swing Lender of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”)change, which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date two Authorized Officers of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsBorrower.

Appears in 1 contract

Samples: 364 Day Revolving Credit Agreement (Visa Inc.)

Method of Borrowing. (a) To request an ALL ADVANCES. Borrower shall notify Lender at Lender's Principal Office, not later than the time required for the applicable type of Advance hereunderpursuant to SECTIONS 2.2(b) and (c), the Company shall: (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche such Advance and the respective currency that will be requested in date such Advance Request is to be effected (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under ), which notice shall specify what portion of such Advance is requested; to be a LIBOR Rate Portion and/or a Variable Rate Portion. Such notification of a proposed Advance (4a "NOTICE OF BORROWING") whether may be by telephone or in writing from an authorized officer or designated employee of Borrower, provided that upon the request of Lender, Borrower shall submit a written Notice of Borrowing confirming the terms of any telephonic Notice of Borrowing, and at any time Lender may notify Borrower that each Notice of Borrowing thereafter shall be in writing. Each Notice of Borrowing shall be in the form of EXHIBIT F attached hereto, and shall be irrevocable and binding on Borrower. Provided that all conditions precedent to the making of such Advance is have been satisfied, Lender shall, on the date requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) for such Advance, deposit the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan funds so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of Borrower with Lender. Borrower understands and agrees that Lender may make Advances under the Company’s maintained with the Administrative AgentAvailable Commitment at any time, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollarsat Lender's discretion and without notice to, Canadian Dollarsor any notice from, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephoneBorrower, to the Collateral Agent fund and pay (i) any draw made on any Letter of Credit, provided, that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect subsequent to such Advance and Lender agrees to make Applicable Tranche Swingline Loans and the respective amounts thereofa reasonable effort to notify Borrower of such Advance, by telephone or otherwise, but failure to so notify will not impair or jeopardize any of Lender's rights or interests hereunder, and (2ii) if such Applicable Tranche Swingline Loans any amounts that are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are advanced to Borrower's deposit account(s) with Lender to cover for any Applicable Tranche Revolving Loans not made available overdrafts pursuant to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, Borrower's "autoborrow" agreement with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties Lender or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methods.

Appears in 1 contract

Samples: Credit Agreement (SBS Technologies Inc)

Method of Borrowing. The obligation of the Company to repay the Revolving Loan shall be evidenced by a promissory note executed by the Company to the Bank in substantially the form and substance of EXHIBIT "D" attached hereto (a) To request an Advance hereunderas the same may be amended, modified, supplemented, and/or restated from time to time and at any time, the "Revolving Note"). The Revolving Note amends, and as so amended, restates and replaces the promissory note executed and delivered by the Company to the Bank pursuant to the Original Credit Agreement to evidence the Prior Revolving Loan. So long as no Event of Default or Unmatured Event of Default shall have occurred and be continuing and until the Revolving Loan Maturity Date, the Company shall: may borrow, repay (subject to the requirements of Section 2.06 of this Agreement) under the Revolving Note on any Banking Day, provided that the Company shall not be entitled to receive and the Bank shall not be obligated to make any Advance under the Revolving Loan: (i) give notification by telephone (which notification shall be made on if the Borrowing Date, may be made either before making of such Advance would cause or after delivery result in an Event of the Advance Request referred to in clause Default or an Unmatured Event of Default; or (ii) below and shall be subject if after making such Advance the principal balance of the Revolving Loan would exceed the Maximum Availability. Whenever the Company desires the Bank to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet deliveredmake an Advance, the amount Company shall give the Bank telecopy or telephonic notice not later than 2:00 P.M., Indianapolis time, prior to each Advance, which notice shall specify the amount, the date of the Advance, and whether the Applicable Tranche Advance is to bear interest at the Prime-based Rate or a LIBOR-based Rate, and the respective currency that will be requested in such Advance Request (such telephone notificationif it is to bear interest at a LIBOR-based Rate, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Interest Period. Each Advance Request shall be executed irrevocable. The Company shall be entitled to request no more than one Advance to be made on any Banking Day. Each Advance under the Revolving Loan shall be conditioned upon receipt by the Bank from the Company of an officer Application for an Advance and an Officer's Certificate, provided that the Bank may, at its discretion, make a disbursement upon the oral request of the Company listed on made by an incumbency certificate (in substantially Authorized Officer, or upon a request transmitted to the Bank by telecopy or by any other form of Exhibit E heretowritten electronic communication (all such requests for Advances being hereafter referred to as "INFORMAL REQUESTS"). In so doing, delivered the Bank may rely on any informal request which shall have been received by it in good faith from a Person reasonably believed to be an Authorized Officer. Each informal request shall be promptly confirmed by a duly executed Application for an Advance and Officer's Certificate if the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, Bank so requires and shall specify: (1) in and of itself constitute the aggregate amount of the requested Advance; (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer representation of the Company listed on an incumbency certificate (in substantially that no Event of Default or Unmatured Event of Default has occurred and is continuing or would result from the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if anythat the requested Advance would not exceed the Remaining Availability, with and that the proceeds made available making of the requested Advance would not cause the principal balance of the Revolving Loan to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c)exceed the Maximum Availability. For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank All borrowings and reborrowings and all repayments shall be in addition toamounts of not less than Fifty Thousand Dollars ($50,000), except for repayment of the entire principal balance of the Revolving Loan and except for special prepayments of principal required under the terms of Section 2.06 of this Agreement. Upon receipt of an Application for an Advance, or at the Bank's discretion upon receipt of an informal request for an Advance and upon compliance with any other conditions of lending stated in Section 7.01 of this Agreement applicable to the Revolving Loan, the Bank shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to disburse the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, requested Advance to the extent commercially reasonable Company. All Advances by the Bank and following telephone notices payments by the Company requesting sameshall be recorded by the Bank on its books and records, agree and the principal amount outstanding from time to accept time, plus interest payable thereon, shall be determined by reference to the books and records of the Bank. The Bank's books and records shall be presumed PRIMA FACIE to be correct as to such notices via other electronic delivery methodsmatters.

Appears in 1 contract

Samples: Credit Agreement (Dmi Furniture Inc)

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: (i) The Borrower shall give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a written notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto D (an “Advance Request”)a "Notice of Borrowing") on the Domestic Business Day of each Revolving Borrowing which is a CIBC Alternate Base Rate Borrowing and at least three Euro-Dollar Business Days before each Revolving Borrowing which is a Euro-Dollar Borrowing (provided, which Advance Request shall be executed in the case of each type of Revolving Borrowing, such Notice of Borrowing is received by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative AgentAgent prior to 11:00 A.M., as updated in writing by New York City time, on the Company from time to timerequired date of delivery) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specifyspecifying: (1i) the date of such Revolving Borrowing, which shall be a Domestic Business Day in the case of a CIBC Alternate Base Rate Borrowing or a Euro-Dollar Business Day in the case of a Euro-Dollar Borrowing, (ii) the aggregate amount of the requested Advance;such Revolving Borrowing, (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4iii) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans comprising such Revolving Borrowing are to be borrowed (if the Company fails to specify a currency in an Advance RequestCIBC Alternate Base Rate Loans or Euro-Dollar Loans, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ziv) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andEuro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (Bb) Upon receipt of a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form Notice of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline LoansBorrowing, the Administrative Agent shall first, use the proceeds promptly notify each Bank of the Applicable Tranche contents thereof and of such Bank's ratable share of such Revolving Loans timely made Borrowing, and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (c) Not later than 1:00 PM (New York City time) on the date of each Revolving Borrowing, each Bank shall make available its pro rata share of such Revolving Borrowing, in Federal or other funds immediately available in New York City, to it to fund the requested Advance as provided Administrative Agent at its address specified in or pursuant to Section 11.1. Upon satisfaction of the applicable conditions specified in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise)6.1, the Administrative Agent maywill make the funds so received from the Banks available to the Borrower at the Administrative Agent's aforesaid address. (d) The Borrower shall give the Administrative Agent a Notice of Borrowing, which Notice of Borrowing must be received prior to 11:00 a.m. New York City time one Domestic Business Day prior to the anticipated Closing Date in the case of a CIBC Alternate Base Rate Borrowing and three Euro-Dollar Business Days prior to the anticipated Closing Date in the case of a Euro-Dollar Borrowing, requesting that the Tranche B Term Loan Banks make the Tranche B Term Loans on the Closing Date, specifying (a) the amount to be borrowed and (b) the Closing Date. Upon receipt of such Notice of Borrowing, the Administrative Agent shall promptly notify each Bank of the contents thereof and of such Bank's ratable share of such Tranche B Term Loan Borrowing, and such Notice of Borrowing shall not thereafter be revocable by the Borrower. Not later than 1:00 PM (New York City time) on the Closing Date, each Bank shall make available its pro rata share of the Tranche B Term Loan Borrowing, in Federal or other funds immediately available in New York City, to the extent commercially reasonable and following telephone notices by Administrative Agent at its address specified in or pursuant to Section 11. 1. Upon satisfaction of the Company requesting sameapplicable conditions specified in Section 6.1, agree the Administrative Agent will make the funds so received from the Banks available to accept such notices via other electronic delivery methodsthe Borrower at the Administrative Agent's aforesaid address.

Appears in 1 contract

Samples: Credit Agreement (Payless Cashways Inc)

Method of Borrowing. (a) To request an Advance hereunderUntil the Revolving Loan Maturity Date, Borrowers may borrow, repay and reborrow under the Company shall: Revolving Note on any Business Day, provided that Borrowers shall not be entitled to receive and Bank shall not be obligated to make any Revolving Loan Advance: (i) give notification by telephone at any time an Event of Default or an Unmatured Event of Default has occurred and is continuing; or (which notification ii) if after making such Advance, the outstanding Revolving Credit Obligations would exceed the Maximum Revolving Loan Amount. Subject to the foregoing, Advances under the Revolving Loan shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specifyfollows: (1) the aggregate amount of the requested Advance; (2) the date of such Advance, which Bank shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect upon Bank’s receipt of Applicable Tranche Swingline Loans. An an Application for Advance Request in respect of Swingline Loans from Borrower Representative by written, telecopy, or telephonic notice not later than 10:00 A.M., Indianapolis time, on the date the Advance is to be made, which notice shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans amount and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion date of the requested Advance, if anyprovided that Bank may, with at its discretion, make a disbursement upon the proceeds oral request of Borrower Representative made available by an Authorized Officer, or upon a request transmitted to Bank by telecopy or by any other form of written electronic communication (each such request for Advances being hereafter referred to as an “Informal Request”). Bank may rely on any Informal Request which shall have been received by it in respect good faith from a Person reasonably believed to be an Authorized Officer. (2) Each Informal Request shall be promptly confirmed by a duly executed Application for Advance if Bank so requires and shall in and of one itself constitute the representation of Borrowers that no Event of Default or more Applicable Tranche Covering Swingline LoansUnmatured Event of Default has occurred and is continuing or would result from the making of the requested Advance, subject and that the requested Advance would not cause the outstanding Revolving Credit Obligations to exceed the Maximum Revolving Loan Amount. (3) Each Advance shall be made on a Business Day. (4) Upon receipt of an Application for Advance, or at Bank’s discretion upon receipt of an Informal Request for an Advance and upon compliance with any other conditions of lending stated in Section 3.1(c). For the avoidance 6.01 of doubtthis Agreement, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to disburse the amount of the requested Advance to Borrowers on the date designated for the Advance. All Advances by Bank and payments by Xxxxxxxxx shall be recorded by Bank on its Applicable Tranche Commitment. In books and records, and the event the Company is unable principal amount outstanding from time to submit any such notices via email (due to operational difficulties or otherwise)time, the Administrative Agent mayplus interest payable thereon, shall be determined by reference to the extent commercially reasonable books and following telephone notices by the Company requesting same, agree records of Bank. Bank’s books and records shall be presumed prima facie to accept be correct as to such notices via other electronic delivery methodsmatters.

Appears in 1 contract

Samples: Credit Agreement (Janel Corp)

Method of Borrowing. (a) To request an Advance hereunderThe Borrower shall give the Agent notice in writing ("Notice of Borrowing") not later than 11:00 a.m. (Singapore time) on the third Business Day (in the case of a Borrowing under the Tranche A Facility) or the second Business Day (in the case of a Borrowing under the Tranche B Facility) before each Borrowing, the Company shallspecifying: (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such Advance, Date which shall be a Business Day; (3ii) the Applicable Tranche under purpose for which the proceeds of such Advance is requestedBorrowing are to be applied; (4iii) whether the amount of such Advance is requested Borrowing, which shall not exceed the aggregate of the Unutilized Tranche A Commitments, or as the case may be, the Unutilized Tranche B Commitments of the Lenders and otherwise be an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loanamount which conforms to the terms of this Agreement; (5iv) the currency duration of the Loans initial Interest Period applicable to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”)Borrowing; and (7v) the location and number account of the Company’s account to recipient into which funds the proceeds of such Borrowing are to be disbursed, which (x) in the case paid. Each Notice of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, Borrowing shall be a deposit account of the Company’s maintained with the Administrative Agent, irrevocable and shall: (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z1) in the case of a Clearing Member Customer Gold Warrant Advance shall Borrowing under the Tranche A Facility which is to be one used by the Borrower for payment or more Clearing Member Customer Gold Warrant Advance Deposit Accountsreimbursement of payment of Vessel construction costs to KFL, be substantially in the form set out in Annex A hereto; (2) in the case of a Borrowing under the Tranche A Facility which is to be used by the Borrower for payment of OFE and other related Vessel construction and supervision costs (not being costs which are payable to KFL), be substantially in the form of Annex B hereto; and (B3) in the case of a notice Borrowing under the Tranche B Facility, be substantially in the form set out in Annex C hereto. (b) In the case of a Borrowing under the Tranche A Facility which is to be used by the Borrower for payment or reimbursement of payment of Vessel construction costs to KFL, the Notice of Borrowing shall not be effective or valid for any purpose unless it is accompanied by copies of invoices issued by KFL or other certificates of any other Person as are or were required to be submitted under the terms of the Platform Construction Agreement for payment thereunder, which, in each case, shall be in form and substance acceptable to the Collateral Agent Agent. The Borrower also unconditionally and Collateral Monitoring Agent irrevocably agrees that the proceeds of each such Borrowing shall be paid by the Lenders directly to KFL against the delivery of the documents referred to above and at no time shall the proceeds of any such Borrowing be paid to the Borrower or to the Operating Account unless such proceeds are to be paid to the Borrower for reimbursement of payment of Vessel construction costs previously made by the Borrower to KFL pursuant to advances made by the Promoter and satisfactory evidence thereof has been provided to the Agent. (c) In the case of a Borrowing under the Tranche A Facility which is to be used by the Borrower for the payment or reimbursement of payment of OFE and other related Vessel construction and supervision costs (not being costs payable to KFL), the Notice of Borrowing shall not be effective or valid for any purpose unless (i) it is accompanied by a certificate issued by the Chief Financial Officer of the Borrower in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (set out in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify Annex G (1) specifying in detail the Banks being requested description and value of OFE and other related Vessel construction and supervision costs which are to act as an Applicable Tranche Swingline Bank with respect to be paid for from the proceeds of such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, Borrowing and (2) if certifying that a minimum amount of twenty million Dollars (U.S. $20,000,000) from the Members' Contributions has been utilized by the Borrower exclusively towards payment of Vessel construction costs to KFL and/or payment of OFE and other related Vessel construction and supervision costs and (ii) the aggregate amount of such Applicable Borrowing and other Borrowings previously made hereunder for such purpose do not exceed twenty million Dollars (U.S. $20,000,000). The proceeds of each such Borrowing shall be paid into the Operating Account in the first instance but the Borrower shall be entitled to withdraw the proceeds thereafter for the purpose set forth in the Notice of Borrowing. (d) In the case of a Borrowing under the Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline LoansB Facility, the Administrative Agent shall first, use Borrower irrevocably and unconditionally agrees that the proceeds of such Borrowing shall be paid directly to the Applicable Tranche Revolving Loans timely made available to it to fund Agent (for the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion account of the requested Advance, if any, Lenders) and applied by the Agent towards payment of interest or fees then due and payable under this Agreement. The Borrower hereby authorizes and instructs the Agent to apply each such Borrowing hereunder in accordance with the proceeds made available to it in respect terms of one or more Applicable Tranche Covering Swingline Loans, subject to this Section 3.1(c2.3(d). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methods.

Appears in 1 contract

Samples: Rig Finance Agreement (Chiles Offshore Inc/New/)

Method of Borrowing. (a) To In order to request an Advance hereunderany Borrowing other than Borrowings outstanding on the date hereof, the Company shall: Borrower shall hand deliver or telecopy to Administrative Agent a duly completed Request for Borrowing (herein so called) prior to 12:00 noon (Houston, Texas time), (i) give notification by telephone at least one (which notification shall be made on 1) Domestic Business Day before the Borrowing DateDate specified for a proposed Adjusted Base Rate Borrowing, may be made either before or after delivery of the Advance Request referred to in clause and (ii) below and at least three (3) Eurodollar Business Days before the Borrowing Date of a proposed Eurodollar Borrowing. Each such Request for Borrowing shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested substantially in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E C hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1i) the Borrowing Date of such Borrowing, which shall be a Domestic Business Day in the case of an Adjusted Base Rate Borrowing or a Eurodollar Business Day in the case of a Eurodollar Borrowing; (ii) the aggregate amount of the requested Advancesuch Borrowing; (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4iii) whether such Advance Borrowing is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify in Adjusted Base Rate Borrowing or a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”)Eurodollar Borrowing; and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ziv) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andEurodollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (Bb) Upon receipt of a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”)Request for Borrowing, which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds promptly notify each Bank of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), contents thereof and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of the Borrowing to be loaned by such Bank pursuant thereto, and such Request for Borrowing shall not thereafter be revocable by Borrower. (c) Not later than 12:00 noon (Houston, Texas time) on the date of each Borrowing, each Bank shall make available its Applicable Tranche Commitment. In the event the Company is unable Commitment Percentage of such Borrowing, in Federal or other funds immediately available in Houston, Texas to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent mayat its address set forth on Schedule 1 hereto. Unless Administrative Agent determines that any applicable condition specified in Section 6.2 has not been satisfied, Administrative Agent will make the funds so received from Banks available to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsBorrower at Administrative Agent's aforesaid address.

Appears in 1 contract

Samples: Credit Agreement (Mariner Energy Inc)

Method of Borrowing. (a) To request an Advance hereunderThe Borrower shall give the Administrative Agent irrevocable telephonic notice, confirmed immediately in writing (a "Notice of Borrowing"), not later than 10:30 A.M. (New York City time) on (x) the Company shallDomestic Business Day before the Borrowing, if it is a Base Rate Borrowing, and (y) the third Euro-Dollar Business Day before the Borrowing, if it is a Euro-Dollar Borrowing, specifying: (i) give notification by telephone (the date of the Borrowing, which notification shall be made on a Domestic Business Day in the case of a Base Rate Borrowing Date, may be made either before or after delivery a Euro-Dollar Business Day in the case of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”),a Euro-Dollar Borrowing; (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested AdvanceBorrowing; (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4iii) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans comprising the Borrowing are to be borrowed (if bear interest initially at the Company fails to specify Base Rate or a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”)Euro-Dollar Rate; and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ziv) in the case of a Clearing Member Customer Gold Warrant Advance Euro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (b) Upon receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Bank of the contents thereof, of such Bank's ratable share of the Borrowing and of the portion thereof which shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andmade as a Tranche A Loan, a Tranche B Loan and a Tranche C Loan. (Bc) a notice to Not later than 12:00 Noon (New York City time) on the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer date of the Company listed on an incumbency certificate (Borrowing, each Bank shall make available its ratable share of the Borrowing, in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated Federal or other funds immediately available in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephoneNew York City, to the Collateral Administrative Agent at its address referred to in Section 5.03. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, the Collateral Notice has been delivered Administrative Agent will make the funds so received from the Banks available to the Collateral Borrower at the Administrative Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect 's aforesaid address. (d) Unless the Administrative Agent shall have received notice from a Bank prior to the date of Applicable Tranche Revolving Loans, the Company may also Borrowing that such Bank will not make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline LoansBank's share of the Borrowing, the Administrative Agent shall first, use may assume that such Bank has made such share available to the proceeds Administrative Agent on the date of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided Borrowing in accordance with subsection (c) of this Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent commercially reasonable that such Bank shall not have so made such share available to the Administrative Agent, such Bank and following telephone notices by the Company requesting same, Borrower severally agree to accept repay to the Administrative Agent forthwith on demand such notices via other electronic delivery methodscorresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, a rate per annum equal to the higher of the Federal Funds Rate and the interest rate applicable thereto pursuant to Section 2.05 and (ii) in the case of such Bank, the Federal Funds Rate. If such Bank shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Bank's Loan included in the Borrowing for purposes of this Agreement.

Appears in 1 contract

Samples: Term Credit Agreement (American Mobile Satellite Corp)

Method of Borrowing. (a) To With respect to each Loan made pursuant to Section 2.1 hereof, except as provided in paragraph (c) below, a Borrower shall give the Lender a notice of borrowing notifying the Lender of its request an Advance hereunder, the Company shall: to borrow hereunder which notice will specify (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such Advancethe Loan, which date shall be a Business Day;, (ii) whether the Loan will be a Base Rate Loan or a LIBOR Loan, (iii) the principal amount of the Loan, which in the case of a LIBOR Loan shall be $500,000 or a greater multiple thereof, and (iv) in the case of a LIBOR Loan, the duration thereof which shall be one or three months, subject to the provisions of paragraph (d) below. The notice of borrowing shall be written, provided that it may be given orally (to be confirmed in writing if the Lender so requests) if the principal amount of the Loan is less than $500,000. (3b) If a Borrower gives the Applicable Tranche under which notice required by Section 2.2(a) with respect to any Loan before 1:00 p.m. (Eastern Time), the Lender will disburse the proceeds of the Loan to the Borrowers in immediately available funds on the Business Day following the date of such Advance notice. The Lender will disburse all Loans to the Borrowers by deposit in the Concentration Account (as that term is requested;defined in the Cash Management Agreement) or, if the Cash Management Agreement shall no longer be in effect, by deposit in such account as shall be designated by the Borrowers in the applicable notice of borrowing. (4c) whether such Advance is requested On any Business Day that there would be outstanding (if not for the limitation as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5to the principal amount of advances set forth in Section 5(c) the currency of the Loans Cash Management Agreement) advances from the Lender to be borrowed (if Technology under the Company fails to specify a currency Cash Management Agreement in an Advance Requestaggregate amount (the "Covered Amount") that is greater than $2.0 million, then the Borrowers shall be deemed to have given the Lender a notice of borrowing requesting a Loan hereunder. The principal amount of the Loan so requested shall be the amount by which the Covered Amount exceeds $2.0 million. The Lender will make the proceeds thereof available to the Borrowers on the day a Borrower is deemed to give such notice. Each Loan made in U.S. Dollarspursuant to this paragraph (c) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andBase Rate Loan. (Bd) If in any notice of borrowing given pursuant to paragraph (a) above a notice Borrower designates a period of duration for a LIBOR Loan which would otherwise end on a day which is not a Business Day, that period shall end on the next preceding Business Day. Any such period of duration which begins prior to the Collateral Agent Termination Date and Collateral Monitoring Agent in substantially would otherwise end after the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice Termination Date shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested end on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsTermination Date.

Appears in 1 contract

Samples: Revolving Credit Agreement (Calcomp Technology Inc)

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: In order to make a borrowing of Revolving Loans (other than (i) give notification by telephone (borrowings of Swingline Loans, which notification shall be made on the Borrowing Datepursuant to Section 2.02(c), may be made either before or after delivery of the Advance Request referred to in clause (ii) below and borrowings for the purpose of repaying Refunded Swingline Loans, which shall be subject made pursuant to Section 3.5(b2.02(d), (iii) borrowings for the purpose of paying unpaid Reimbursement Obligations, which shall be made pursuant to Section 3.05, and (iv) borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.04), Borrower shall give notice (each, a “Notice of Borrowing”) substantially in the form of Exhibit B-1 to the Administrative Agent by 11:00 a.m. (Charlotte time) on the Business Day of each Base Rate Loan to be made to Borrower, and by 11:00 a.m. (Charlotte time) at least three (3) Business Days before each LIBOR Loan to be made to Borrower, specifying: (i) the date of such Revolving Loan, which shall be a Business Day during the Revolving Credit Period; (ii) the aggregate principal amount of such Revolving Loan; (iii) the initial Type of the Loan, provided that if Borrower shall have failed to designate the Advance Request has been or will Type of such Loan, Borrower shall be delivered deemed to have requested a borrowing comprised of Base Rate Loans; and (iv) in the case of a LIBOR Loan, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, provided that if Borrower shall have failed to select the duration of the applicable Interest Period, then Borrower shall be deemed to have selected an Interest Period with a duration of one month. (b) Not later than 2:00 p.m. (Charlotte time) on the date of each Revolving Loan, each Bank shall make available its Pro Rata Share of such Revolving Loan, in Dollars and in funds immediately available to the Administrative Agent andat its address specified in Schedule 9.04. The Administrative Agent will make the funds so received from the Banks available to Borrower immediately thereafter at the Administrative Agent’s aforesaid address by crediting such funds to the deposit account specified by Borrower on the Account Designation Letter (or such other account mutually agreed upon in writing between the Administrative Agent and Borrower). The Administrative Agent shall not be required to make any amount available to Borrower hereunder except to the extent the Administrative Agent shall have received such amounts from the Banks as set forth herein, if not yet deliveredprovided, however, that unless the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, Administrative Agent shall have been notified by email a Bank prior to the Applicable Borrower Notice Deadline: (A) time a notice Loan is to the Administrative Agent be made hereunder that such Bank does not intend to make its Pro Rata Share of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered Loan available to the Administrative Agent, as updated the Administrative Agent may assume that such Bank has made such Pro Rata Share available to the Administrative Agent prior to such time, and the Administrative Agent may in writing reliance upon such assumption, but shall not be required to, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Bank and the Administrative Agent has made such amount available to Borrower, the applicable Bank and Borrower severally agree to pay to the Administrative Agent forthwith and on demand such corresponding amount, together with interest thereon in respect of each day during the period from and including the date such amount was made available to Borrower to but excluding the date the Administrative Agent recovers such amount at (i) in the case of a payment to be made by such Bank, the greater of the Fed Funds Rate and a rate determined by the Company Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the Adjusted Base Rate. (c) In order to make a borrowing of a Swingline Loan, Borrower will give the Administrative Agent and the Swingline Bank written notice not later than 11:00 a.m., Charlotte time, on the date of such borrowing. Each such notice (each, a “Notice of Swingline Borrowing”) substantially in the form of Exhibit B-2, shall be irrevocable and shall specify (i) the principal amount of the Swingline Loan to be made pursuant to such borrowing (which shall not be less than $100,000 and, if greater, shall be in an integral multiple of $100,000 in excess thereof (or, if less, in the amount of the Unutilized Swingline Commitment)) and (ii) the date of such Swingline Loan, which shall be a Business Day during the Revolving Credit Period, but not later than the Swingline Maturity Date. Not later than 2:00 p.m., Charlotte time, on the date of the Swingline Loan, the Swingline Bank will make available an amount equal to the amount of such Swingline Loan, in Dollars and in funds immediately available in Charlotte, North Carolina to the Administrative Agent. To the extent the Swingline Bank has made such amount available to the Administrative Agent as provided hereinabove, the Administrative Agent will make such amount available to Borrower in like funds as received by the Administrative Agent. (d) With respect to any outstanding Swingline Loans, the Swingline Bank may at any time (whether or not an Event of Default has occurred and is continuing) in its sole and absolute discretion, and is hereby authorized and empowered by Borrower to, cause a borrowing of Revolving Loans to be made for the purpose of repaying such Swingline Loans by delivering to the Administrative Agent (if the Administrative Agent is not also the Swingline Bank) and each other Bank (on behalf of, and with a copy to, Borrower), not later than 11:00 a.m., Charlotte time, on the proposed date of such Revolving Loan, a notice (which shall be deemed to be a Notice of Borrowing given by Borrower) requesting the Banks to make Revolving Loans (which shall be made initially as Base Rate Loans) on such date in an aggregate amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date such notice is given that the Swingline Bank requests to be repaid. Not later than 2:00 p.m., Charlotte time, on the requested date of such Revolving Loans, each Bank (other than the Swingline Bank) will make available its Pro Rata Share of such Revolving Loan, in Dollars and in funds immediately available to the Administrative Agent. To the extent the Banks have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Bank in like funds as received by the Administrative Agent, which shall apply such amounts in repayment of the Refunded Swingline Loans. Notwithstanding any provision of this Agreement to the contrary, on the date of such Loan, the Refunded Swingline Loans (including the Swingline Bank’s Pro Rata Share thereof, in its capacity as a Bank) shall be deemed to be repaid with the proceeds of the Revolving Loans made as provided above (including a Revolving Loan deemed to have been made by the Swingline Bank), and such Refunded Swingline Loans deemed to be so repaid shall no longer be outstanding as Swingline Loans but shall be outstanding as Revolving Loans. If any portion of any such amount repaid (or deemed to be repaid) to the Swingline Bank shall be recovered by or on behalf of Borrower from the Swingline Bank in any bankruptcy, insolvency or similar proceeding or otherwise, the loss of the amount so recovered shall be shared ratably among all the Banks based on each Bank’s Pro Rata Share. (e) If, as a result of any bankruptcy, insolvency or similar proceeding with respect to Borrower, Revolving Loans are not made pursuant to Section 2.02(d) in an amount sufficient to repay any amounts owed to the Swingline Bank in respect of any outstanding Swingline Loans, or if the Swingline Bank is otherwise precluded for any reason from giving a notice on behalf of Borrower as provided for hereinabove, the Swingline Bank shall be deemed to have sold without recourse, representation or warranty, and each Bank shall be deemed to have purchased and hereby agrees to purchase, a participation in such outstanding Swingline Loans in an amount equal to its Pro Rata Share at such time of the unpaid amount thereof together with accrued interest thereon. Upon one (1) Business Day’s prior notice from the Swingline Bank, each Bank (other than the Swingline Bank) will make available its Pro Rata Share of such Revolving Loan, in Dollars and in funds immediately available in Charlotte, North Carolina to the Administrative Agent. To the extent the Banks have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Bank in like funds as received by the Administrative Agent. In the event any such Bank fails to make available to the Administrative Agent the amount of such Bank’s participation as provided in this Section 2.02(e), the Swingline Bank shall be entitled to recover such amount on demand from such Bank, together with interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Bank until the date such amount is made available to the Swingline Bank at the Fed Funds Rate for the first three (3) Business Days and thereafter at the Adjusted Base Rate applicable to Revolving Loans. Promptly following its receipt of any payment by or on behalf of Borrower in respect of a Swingline Loan, the Swingline Bank will pay to each Bank that has acquired a participation therein such Bank’s Pro Rata Share of such payment. (f) Notwithstanding any provision of this Agreement to the contrary, the obligation of each Bank (other than the Swingline Bank) to make Revolving Loans for the purpose of repaying any Refunded Swingline Loans pursuant to Section 2.02(d) and each such Bank’s obligation to purchase a participation in any unpaid Swingline Loans pursuant to Section 2.02(e) shall be absolute and unconditional and shall not be affected by any circumstance or event whatsoever, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such Bank may have against the Swingline Bank, the Administrative Agent, Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default, (iii) the failure of the amount of such borrowing of Revolving Loans to meet the minimum borrowing amount specified in Section 2.01(a), or (iv) the failure of any conditions set forth in Section 4.02 or elsewhere herein to be satisfied. (g) The obligations of the Banks hereunder to make Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to Section 9.03(c) are several and not joint. The failure of any Bank to make any Loan, to fund any such participation or to make any such payment on any date shall not relieve any other Bank of its corresponding obligation, if 30 any, hereunder to do so on such date, but no Bank shall be responsible for the failure of any other Bank to so make its Loan, purchase its participation or to make any such payment required hereunder. (h) Each Bank may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of Borrower to repay such Loan to or for the account of such Bank in accordance with the terms of this Agreement. (i) Borrower hereby irrevocably authorizes the Administrative Agent to rely on telephonic, telegraphic, telecopy, telex or written instructions of any person identifying himself or herself as one of the individuals listed on Schedule 2.02 attached hereto (or any other individual from time to time) time authorized to act on behalf of Borrower pursuant to a resolution adopted by the Board of Directors of Borrower and certified by the Secretary of Borrower and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche) (the “Authorized Individuals”) with respect to any request to make a Loan or a repayment hereunder, and on any signature which the Administrative Agent believes to be genuine, and Borrower shall specify: be bound thereby in the same manner as if such individual were actually authorized or such signature were genuine; provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed on an Account Designation Letter. Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. Borrower also hereby agrees to defend and indemnify the Administrative Agent and each Bank and hold the Administrative Agent and each Bank harmless from and against any and all claims, demands, damages, liabilities, losses, costs and expenses (1including, without limitation, reasonable attorneys’ fees and expenses) relating to or arising out of or in connection with the aggregate amount acceptance of instructions for making Loans or repayments under this Agreement; provided that the Administrative Agent and each Bank will not have any right to indemnification for any of the requested Advance; (2) foregoing to the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with extent resulting from the Administrative Agent’s or such Bank’s own fraud, (y) gross negligence or willful misconduct or a breach in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with bad faith by the Administrative Agent or another financial institution or (z) such Bank of its obligations hereunder, in the case each case, as determined by a final non-appealable judgment of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form court of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodscompetent jurisdiction.

Appears in 1 contract

Samples: Loan Agreement (Laclede Gas Co)

Method of Borrowing. (a) To request an Advance hereunderThe Borrower shall give the Administrative Agent notice (a "NOTICE OF BORROWING") not later than 10:30 A.M. (New York City time) on (x) the date of each Base Rate Borrowing and (y) the third Euro-Dollar Business Day before each Euro-Dollar Borrowing, the Company shallspecifying: (i) give notification by telephone (the date of such Borrowing, which notification shall be made on a Domestic Business Day in the case of a Base Rate Borrowing Date, may be made either before or after delivery a Euro-Dollar Business Day in the case of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”),a Euro-Dollar Borrowing; (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advancesuch Borrowing; (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4iii) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans comprising such Borrowing are to be borrowed (if bear interest initially at the Company fails to specify Base Rate or a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”)Euro-Dollar Rate; and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ziv) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andEuro-Dollar Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (Bb) Promptly after receiving a notice to Notice of Borrowing, the Collateral Administrative Agent shall notify each Lender of the contents thereof and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged such Lender's ratable share of such Borrowing and such Notice of Borrowing shall not thereafter be revocable by the Company to secure the requested Advance Borrower. (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate c) Not later than 12:00 Noon (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to New York City time) and delivered to on the Collateral Agent’s Office and the Collateral Monitoring Agent’s Officedate of each Borrowing, and (iii) give separate notificationeach Lender shall make available its ratable share of such Borrowing, by telephonein Federal or other funds immediately available in New York City, to the Collateral Administrative Agent at its address specified in or pursuant to Section 9.01. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, the Collateral Notice has been delivered Administrative Agent will make the funds so received from the Lenders available to the Collateral Borrower at the Administrative Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect 's aforesaid address. (d) Unless the Administrative Agent shall have received notice from a Lender before the date of Applicable Tranche Revolving Loans, the Company may also any Borrowing that such Lender will not make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to Lender's share of such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline LoansBorrowing, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely may assume that such Lender has made such share available to it to fund the requested Advance as provided Administrative Agent on the date of such Borrowing in accordance with Section 3.1(b), 2.02(c) and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent commercially reasonable that such Lender shall not have so made such share available to the Administrative Agent, such Lender and following telephone notices the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) if such amount is repaid by the Company requesting sameBorrower, agree a rate per annum equal to accept the higher of the Federal Funds Rate and the interest rate applicable to such notices via other electronic delivery methodsBorrowing pursuant to Section 2.04 and (ii) if such amount is repaid by such Lender, the Federal Funds Rate. If such Lender shall repay to the Administrative Agent such corresponding amount, the Borrower shall not be required to repay such amount and the amount so repaid by such Lender shall constitute such Lender's Loan included in such Borrowing for purposes of this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Marsh & McLennan Companies Inc)

Method of Borrowing. (a) To request an Advance hereunderThe requesting Borrower shall give the Administrative Agent notice (a "Notice of Borrowing"), which shall be substantially in the Company shallform of Exhibit E, prior to 11:00 A.M. (Atlanta, Georgia time) on the same Domestic Business Day of each Base Rate Borrowing, and at least 3 Euro-Dollar Business Days before each Euro-Dollar Borrowing, specifying: (i) give notification by telephone (the date of such Syndicated Borrowing, which notification shall be made on a Domestic Business Day in the Borrowing Datecase of a Base Rate Borrowing, may be made either before or after delivery a Euro-Dollar Business Day in the case of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”)a Euro-Dollar Borrowing, (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance;such Syndicated Borrowing, (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4iii) whether the Syndicated Loans comprising such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans Borrowing are to be borrowed (if the Company fails to specify a currency in an Advance RequestBase Rate Loans or Euro-Dollar Loans, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ziv) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andFixed Rate Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (Bb) Upon receipt of a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form Notice of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline LoansBorrowing, the Administrative Agent shall firstpromptly notify each Bank of the contents thereof and of such Bank's ratable share of such Borrowing and such Notice of Borrowing, use once received by the Administrative Agent, shall not thereafter be revocable by the requesting Borrower. (c) Not later than 2:00 P.M. (Atlanta, Georgia time) for Base Rate Borrowings, and 11:00 A.M. (Atlanta, Georgia time) for all other Borrowings, on the date of each Syndicated Borrowing, each Bank shall (except as provided in paragraph (d) of this Section) make available its ratable share of such Syndicated Borrowing, in Federal or other funds immediately available in Atlanta, Georgia, to the Administrative Agent at its address referred to in Section 9.01. Unless the Administrative Agent determines that any applicable condition specified in Article III has not been satisfied, the Administrative Agent will make the funds so received from the Banks available to the requesting Borrower at the Administrative Agent's aforesaid address by no later than 4:00 P.M. (local time at such address) on the date of such Syndicated Borrowing. Unless the Administrative Agent receives notice from a Bank, at the Administrative Agent's address referred to in or specified pursuant to Section 9.01, no later than 4:00 P.M. (local time at such address) on the Domestic Business Day before the date of a Syndicated Borrowing stating that such Bank will not make a Syndicated Loan in connection with such Syndicated Borrowing, the Administrative Agent shall be entitled to assume that such Bank will make a Syndicated Loan in connection with such Syndicated Borrowing and, in reliance on such assumption, the Administrative Agent may (but shall not be obligated to) make available such Bank's ratable share of such Syndicated Borrowing to the requesting Borrower for the account of such Bank. If the Administrative Agent makes such Bank's ratable share available to the requesting Borrower and such Bank, if such Bank does not pay such share upon demand by the Administrative Agent, does not in fact make its ratable share of such Syndicated Borrowing available on such date, the Administrative Agent shall be entitled to recover such Bank's ratable share from such Bank or the Borrower (and for such purpose shall be entitled to charge such amount to any account of the requesting Borrower maintained with the Administrative Agent), together with interest thereon for each day during the period from the date of such Syndicated Borrowing until such sum shall be paid in full at a rate per annum equal to the rate at which the Administrative Agent determines that it obtained (or could have obtained) overnight Federal funds to cover such amount for each such day during such period, provided that (i) any such payment by the requesting Borrower of such Bank's ratable share and interest thereon shall be without prejudice to any rights that the requesting Borrower may have against such Bank and (ii) until such Bank has paid its ratable share of such Syndicated Borrowing, together with interest pursuant to the foregoing, it will have no interest in or rights with respect to such Syndicated Borrowing for any purpose hereunder. If the Administrative Agent does not exercise its option to advance funds for the account of such Bank, it shall forthwith notify the requesting Borrower of such decision. (d) If any Bank makes a new Syndicated Loan hereunder on a day on which the requesting Borrower is to repay all or any part of an outstanding Syndicated Loan from such Bank, such Bank shall apply the proceeds of its new Syndicated Loan to make such repayment as a Refunding Loan and only an amount equal to the Applicable Tranche Revolving Loans timely difference (if any) between the amount being borrowed and the amount of such Refunding Loan shall be made available by such Bank to it the Administrative Agent as provided in paragraph (c) of this Section, or remitted by the requesting Borrower to fund the requested Advance Administrative Agent as provided in Section 3.1(b)2.12, as the case may be. (e) Notwithstanding anything to the contrary contained in this Agreement, no Fixed Rate Borrowing may be made if there shall have occurred a Default or an Event of Default, which Default or Event of Default shall not have been cured or waived, and second, fund all Refunding Loans made during the remaining portion continuation of any Default or Event of Default shall be made as Base Rate Loans (but shall bear interest at the requested AdvanceDefault Rate, if anyapplicable). (f) In the event that a Notice of Borrowing fails to specify whether the Syndicated Loans comprising such Borrowing are to be Base Rate Loans or Euro-Dollar Loans, such Syndicated Loans shall be made as Base Rate Loans. If the requesting Borrower is otherwise entitled under this Agreement to repay any Syndicated Loans maturing at the end of an Interest Period applicable thereto with the proceeds of a new Syndicated Borrowing, and the requesting Borrower fails to repay such Syndicated Loans using its own moneys and fails to give a Notice of Borrowing in connection with such new Borrowing, a new Syndicated Borrowing shall be deemed to be made available on the date such Syndicated Loans mature in an amount equal to it the principal amount of the Syndicated Loans so maturing, and the Syndicated Loans comprising such new Syndicated Borrowing shall be Base Rate Loans. (g) Notwithstanding anything to the contrary contained herein, there shall not be more than an aggregate of 12 Fixed Rate Borrowings to all Borrowers outstanding at any given time. (h) For any Bank which is a Designating Bank, any Syndicated Loan to be made by such Bank may from time to time be made by its Designated Bank in respect of one or more Applicable Tranche Covering Swingline Loanssuch Designated Bank's sole discretion, subject and nothing herein shall constitute a commitment to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline make Syndicated Loans by such Designated Bank; provided, that if any Applicable Tranche Swingline Designated Bank shall be in addition to, and shall not relieve such Bank from its obligation fails to make Applicable Tranche Revolving Loans ratably any such Syndicated Loan in proportion accordance with the foregoing, its Designating Bank hereby agrees that it shall make such Syndicated Loan pursuant to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsterms hereof.

Appears in 1 contract

Samples: Credit Agreement (National Service Industries Inc)

Method of Borrowing. (a) To request an Advance hereunderThe Borrower shall give ------------------- the Administrative Agent notice (a "Notice of Borrowing") of (i) each Borrowing ------------------- to be made on the Closing Date no later than the Domestic Business Day prior to the Closing Date, (ii) each Revolving Facility Borrowing thereafter (other than Revolving Facility Borrowings made to refund Swingline Advances pursuant to Section 2.01(d)(iii)) not later than 10:00 A.M. (New York City time) on the third Eurodollar Business Day before each Eurodollar Rate Advance, the Company shallthird Domestic Business Day before each Adjusted CD Rate Advance and the Domestic Business Day before each Base Rate Advance and (iii) each Swingline Advance not later than 11:00 A.M. (New York City time) on the date of each Swingline Advance, specifying: (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such Borrowing or Swingline Advance, which shall be a Domestic Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) Day in the case of an Adjusted CD Rate Advance (other than or a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro Base Rate Advance or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) Eurodollar Business Day in the case of an Advance a Eurodollar Rate Advance, (other than ii) the aggregate amount of such Borrowing or Swingline Advance, (iii) the Type of Advances comprising such Borrowing or that the advance will be a Clearing Member Customer Gold Warrant Swingline Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or and (ziv) in the case of a Clearing Member Customer Gold Warrant Fixed Rate Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. The Borrower shall deliver a copy of each Notice of Borrowing for a Swingline Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andto the Swingline Lender not later than 11:00 A.M. (New York City time) on the date of such Swingline Advance. (Bb) Upon receipt of a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form Notice of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline LoansBorrowing, the Administrative Agent shall first, use the proceeds promptly notify each Lender of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), contents thereof and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect such Lender's share of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance such Borrowing and such Notice of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and Borrowing shall not relieve thereafter be revocable by the Borrower. (c) Not later than Noon (New York City time) on the date of each Revolving Facility Borrowing, each Lender with a Revolving Facility Commitment shall make available its share of such Bank from its obligation Borrowing, in Federal or other funds immediately available in New York City, to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, at its address specified in or pursuant to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsSection 8.

Appears in 1 contract

Samples: Credit Agreement (Young Broadcasting Inc /De/)

Method of Borrowing. The obligation of the Company to repay the Revolving Loans shall be evidenced by promissory notes executed by the Company to each of the Banks in the form of EXHIBIT E attached hereto (a) To request an Advance hereunderas the same may be amended, modified, extended, renewed, supplemented, replaced and/or restated from time to time and at any time, the "Revolving Notes"). So long as no Event of Default or Unmatured Event of Default shall have occurred and be continuing and until the Revolving Loans Maturity Date, the Company shall: may borrow, repay (subject to the requirements of Section 2.06 of this Agreement) and reborrow under the Revolving Notes on any Banking Day, provided that Company shall not be entitled to receive and the Banks shall not be obligated to make any Advance: (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before at any time an Event of Default or after delivery an Unmatured Event of the Advance Request referred to in clause Default has occurred or is continuing; (ii) below and shall be subject to Section 3.5(b)) to if the Administrative Agent that the amount of such Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, would exceed the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent Remaining Availability as of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such Advance, which shall be a Business Day; ; or (3iii) the Applicable Tranche under which if after making such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency aggregate principal balance of the Revolving Loans to be borrowed (if would exceed the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Maximum Revolver Availability. Each Advance shall be initially secured conditioned upon receipt by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of Agent from the Company’s account to which funds are to be disbursed, which (x) in the case Company of an Application for Revolving Loans Advance (other than and an Officer's Certificate, provided that the Agent may, at its discretion, make a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of disbursement upon the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer oral request of the Company listed on made by an incumbency certificate (in substantially Authorized Officer, or upon a request transmitted to the Agent by telecopy or by any other form of Exhibit E heretowritten electronic communication (all such requests for Advances being hereafter referred to as "informal requests"). The Agent shall promptly give each Bank telephonic notice (confirmed in writing, delivered which may be by telecopy) of each Advance request. In so doing, the Agent may rely on any informal request which shall have been received by it in good faith from a Person reasonably believed to be an Authorized Officer. Each informal request shall be promptly confirmed by a duly executed Application for a Revolving Loans Advance and Officer's Certificate if the Collateral Agent so requires and shall in and of itself constitute the Collateral Monitoring Agent, as updated in writing by representation of the Company that no Event of Default or Unmatured Event of Default has occurred and is continuing or would result from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if anythat the requested Advance would not exceed the Remaining Availability then outstanding, with and that the proceeds made available making of the requested Advance would not cause the aggregate principal balance of the Revolving Loans to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c)exceed the Maximum Revolver Availability. For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank All borrowings and reborrowings and all payments shall be in addition toamounts of not less than Fifty Thousand Dollars ($50,000), and shall not relieve such Bank from its obligation to make Applicable Tranche except for payment of the entire aggregate principal balance of the Revolving Loans ratably and except for special prepayments of principal required under the terms of Section 2.06 of this Agreement. Upon receipt of an Application for a Revolving Loans Advance, or at the Agent's discretion upon receipt of an informal request for an Advance and upon compliance with any other conditions of lending stated in proportion Section 6.01 of this Agreement applicable to the Revolving Loans, the Agent shall disburse the amount of its Applicable Tranche Commitment. In the event requested Advance to the Company as provided in Section 2.02(c). Except as the Agent and the Banks may otherwise determine in their absolute discretion, no Advance will be made on the day the Agent receives the Application for a Revolving Loans Advance or informal request for Advance is unable received by the Agent unless such Application or request is received by the Agent prior to submit any such notices via email (due to operational difficulties or otherwise)12:00 noon, the Administrative Agent mayIndianapolis, to the extent commercially reasonable Indiana time. Advances by each Bank and following telephone notices payments by the Company requesting sameshall be recorded by each Bank on its books and records, agree and the principal amount outstanding from time to accept time, plus interest payable thereon, shall be determined by reference to the books and records of each Bank. The Banks' books and records shall be presumed prima facie to be correct as to such notices via other electronic delivery methodsmatters.

Appears in 1 contract

Samples: Credit Agreement (Valley National Gases Inc)

Method of Borrowing. (a) To request an Advance hereunder, Whenever the Company shall: Borrower desires to incur Loans hereunder (iexcluding Borrowings of Swingline Loans and Loans incurred pursuant to a Mandatory Borrowing) it shall give notification by telephone the Agent notice (which notification a "Notice of Borrowing") no later than 11:00 A.M. (New York City time) on (x) the date of each Base Rate Borrowing and (y) the third Business Day before each Euro-Dollar Borrowing. Each such Notice of Borrowing shall be made on the Borrowing Date, may be made either before given by written communication (or after delivery of the Advance Request referred to telephonic communication promptly confirmed in clause (iiwriting) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2i) the date of such Advance, Borrowing (which shall be a Business Day); (3ii) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency aggregate principal amount of the Loans to be borrowed (if the Company fails incurred pursuant to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars)such Borrowing; (6iii) whether the Loans being incurred pursuant to such Advance Borrowing shall be constitute Tranche A Term Loans, Tranche B Term Loans or Revolving Loans; (iv) whether the Loans comprising such Borrowing are to bear interest initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account at the Base Rate or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”)Euro-Dollar Rate; and (7v) in the case of a Euro-Dollar Borrowing, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. (b) Promptly after receiving a Notice of Borrowing, the Agent shall notify each Lender which is required to make Loans of the Tranche specified in the respective Notice of Borrowing of the contents thereof and of such Lender's ratable share of such Borrowing, and such Notice of Borrowing shall not thereafter be revocable by the Borrower. (i) Whenever the Borrower desires to incur Swingline Loans hereunder, it shall give the Swingline Lender, not later than 2:00 P.M. (New York City time) on the day such Swingline Loan is to be made, written notice (or telephonic notice promptly confirmed in writing) of each Swingline Loan to be made hereunder. Each such notice shall be irrevocable and shall specify in each case (x) the location date of such Borrowing (which shall be a Business Day) and number (y) the aggregate principal amount of the Company’s account to which funds are Swingline Loan to be disbursedmade pursuant to such Borrowing. (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.01(e), which with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of Mandatory Borrowings as set forth in such Section 2.01(e). (d) No later than 1:00 P.M. (New York City time) on the date of each Borrowing (or (x) in the case of an Advance Swingline Loans, no later than 2:00 P.M. (other than a Clearing Member Customer Gold Warrant AdvanceNew York City time) to be made on the date specified in U.S. Dollars, Canadian Dollars, Euro Section 2.03(c)(i) or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance Revolving Loans incurred pursuant to Mandatory Borrowings, no later than 12:00 Noon (other than New York City time) on the date specified in Section 2.01(e)), each Lender with a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. DollarsCommitment of the respective Tranche shall make available its ratable share of such Borrowing (or, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to Swingline Loans, the Collateral Agent and Collateral Monitoring Agent in substantially Swingline Lender will make available the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”full amount thereof), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated Federal or other funds immediately available in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephoneNew York City, to the Collateral Agent at its address specified in or pursuant to Section 10.01. Unless the Agent determines that any applicable condition specified in Article 3 has not been satisfied, the Collateral Notice has been delivered Agent will make any funds so received from the Lenders available to the Collateral Agent. Concurrently withBorrower in Federal or other funds immediately available in New York City no later than 2:00 P.M. (or, or shortly following, or in lieu of, its making an Advance Request in respect the case of Applicable Tranche Revolving Swingline Loans, 3:00 P.M.) (New York City time) on the Company may also make date of such Borrowing by credit to an Advance Request in respect account of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect Borrower at the Agent's aforesaid address or to such Advance other account of the Borrower in New York City as may have been specified in the applicable Notice of Borrowing and as shall be reasonably acceptable to the Agent. (e) Unless the Agent shall have received notice from a Lender before the date of any Borrowing that such Lender will not make Applicable Tranche Swingline Loans available to the Agent such Lender's share of such Borrowing, the Agent may assume that such Lender has made such share available to the Agent on the date of such Borrowing in accordance with subsection (d) of this Section, and the respective amounts thereofAgent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and (2) if to the extent that such Applicable Tranche Swingline Loans are being requested Lender shall not have so made such share available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the same day as any Applicable Tranche Revolving Loans, whether date such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not amount is made available to the Administrative Agent in Borrower until the date such amount is repaid to the Agent, at (i) if such amount is repaid by the Borrower, a timely manner rate per annum equal to the interest rate applicable thereto pursuant to Section 2.05 and (any ii) if such Applicable Tranche Swingline Loanamount is repaid by such Lender, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loansthe Federal Funds Rate. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loanssuch Lender shall repay to the Agent such corresponding amount, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and Borrower shall not relieve be required to repay such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to amount and the amount so repaid by such Lender shall constitute such Lender's Loan included in such Borrowing for purposes of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsthis Agreement.

Appears in 1 contract

Samples: Credit Agreement (Tekni Plex Inc)

Method of Borrowing. MANNER AND METHOD OF MAKING INTEREST AND OTHER PAYMENTS. (a) To request an Advance Not later than 1:00 p.m. (New York time) on each Funding Date, each Lender shall make available its Pro Rata Share of the Loan or Loans in immediately available funds in New York, New York to the Agent at its address specified pursuant to SUBSECTION 10.13. The Agent will make the funds so received from the Lenders available to the Borrower in accordance with SUBSECTION 2.1(b). Notwithstanding the foregoing provisions of this SUBSECTION 2.7(a), to the extent that a Loan or portion thereof made by a Lender matures or is to be repaid on the Funding Date of a requested Loan, such Lender shall first apply the proceeds of the Loan it is then making to the repayment of the maturing Loan or portion thereof. (b) All payments by the Borrower of the Obligations shall be made without deduction, defense, setoff or counterclaim and in same day funds. In its sole discretion, the Agent may designate interest and other amounts payable hereunder (other than the principal balance of the Revolving Loan) to be paid by causing such amounts to be added to the principal balance of the Revolving Loan, all as set forth on the Agent's books and records. The Borrower hereby authorizes and directs the Lenders, at the option of the Required Lenders, to make advances in the Revolving Loan by appropriate debits to the Loan Account for all payments which the Borrower is required to make to the Lenders under this Agreement and the other Financing Agreements. Unless otherwise directed by the Agent, all payments to the Lenders hereunder shall be made by delivery thereof to the Agent at its address set forth in SUBSECTION 10.13 or by delivery to the Agent for deposit in the Blocked Accounts of all proceeds of Accounts or other Collateral in accordance with SUBSECTION 3.5. If the Agent elects to xxxx the Borrower for any amount due hereunder, such amount shall be immediately due and payable with interest thereon as provided herein. Solely for the Company shall:purpose of calculating interest earned by each Lender with respect to the Revolving Loan, any check, draft or similar item of payment by or for the account of the Borrower delivered to the Agent or deposited in a Blocked Account in accordance with SUBSECTION 3.5 shall be applied by the Agent on account of the Borrower's Revolving Loan Obligations on the first Business Day after the Agent has received immediately available funds as a result of the deposit thereof in accordance with SUBSECTION 3.5. Immediately available funds received by the Agent after 2:00 p.m. (New York time) shall be deemed to have been received on the following Business Day. (i) give notification by telephone Unless the Borrower or a Lender, as the case may be, notifies the Agent prior to the date on which it is scheduled to make payment to the Agent of (which notification shall be made on A) in the Borrowing Datecase of a Lender, may be made either before or after delivery such Lender's Pro Rata Share of the Advance Request referred to proceeds of a Loan or (B) in clause (ii) below and shall be subject to Section 3.5(b)) the case of the Borrower, a payment of principal, interest, fees or other Obligations to the Administrative Agent for the account of the Lenders, that it does not intend to make such payment, the Advance Request Agent may assume that such payment has been or will made. The Agent may, but shall not be delivered to the Administrative Agent andobligated to, if not yet delivered, make the amount of such payment available to the Advanceintended recipient in reliance upon such assumption. If the Agent shall have so made such funds available, then if the Borrower or such Lender, as the case may be, has not in fact made such payment to the Agent, the Applicable Tranche and recipient of such payment shall, on demand by the respective currency that will be requested in such Advance Request (such telephone notificationAgent, the “Advance Request Confirmation”), (ii) deliver, by email prior repay to the Applicable Borrower Notice Deadline: (A) a notice to Agent the Administrative Agent amount so made available together with interest thereon in respect of each day during the period commencing on the date such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing amount was so made available by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) Agent until the date of the Agent recovers such Advance, which shall be amount at a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans rate per annum equal to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance payment by a Lender, the Federal Funds Rate for such day (other than a Clearing Member Customer Gold Warrant Advanceas determined by the Agent) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance payment by the Borrower, the interest rate applicable to the relevant Loan. (other than ii) Nothing contained in this SUBSECTION 2.7(c) will be deemed to relieve a Clearing Member Customer Gold Warrant Advance) Lender of its obligation to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro fulfill its Commitments or Sterling, shall be an account maintained with to prejudice any rights the Administrative Agent or another financial institution or (z) in the case Borrower may have against such Lender as a result of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged any default by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, andsuch Lender under this Agreement. (iii) give separate notification, If the Agent determines at any time that any amount received by telephone, the Agent under this Agreement must be returned to the Collateral Borrower or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement, the Agent will not be required to distribute any portion thereof to any Lender. In addition, each Lender will repay to the Agent on demand any portion of such amount that the Collateral Notice Agent has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect distributed to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsLender.

Appears in 1 contract

Samples: Loan and Security Agreement (Brothers Gourmet Coffees Inc)

Method of Borrowing. Whenever the Borrower desires to receive an Advance, including the initial Advance, or to convert any portion of the outstanding Base Rate Loans into one or more LIBOR Borrowings (aa “Conversion”), or to continue all or any portion of an outstanding LIBOR Loan for another or additional LIBOR Period (a “Continuation”), it shall give the Administrative Agent notice in writing (by telecopy or by telephone confirmed immediately in writing) To request in the form of a duly completed Exhibit C-1 (a “Notice of Borrowing”) duly executed by an Authorized Signatory, in the case of an Advance hereunderor Continuation of, or a Conversion into, a LIBOR Borrowing, three (3) Business Days before the Company shall: requested date of such Advance, Conversion or Continuation, and in the case of an Advance of a Base Rate Borrowing, not later than 11:00 a.m. (New York City time) on the Business Day before the requested date of such Advance (which shall be a Business Day). Such Notice of Borrowing shall specify (i) give notification by telephone (which notification shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount requested date of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans Conversion or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date of such AdvanceContinuation, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (zii) in the case of a Clearing Member Customer Gold Warrant Advance shall be one Conversion or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”)Continuation, which Collateral Notice shall existing Borrowings include the Loans or portions thereof to be executed affected by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E heretosuch Notice, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notificationthe amount of the Advances to be incurred, and/or the Borrowings to be created by telephonesuch Conversion or Continuation, to (iv) the Collateral Agent that Class of the Collateral Notice has been delivered to Loans comprising each requested Borrowing, (v) in the Collateral Agent. Concurrently withcase of a LIBOR Advance, Conversion or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving LoansContinuation, the Company may also make an Advance Request in respect duration of Applicable Tranche Swingline Loans. An Advance Request in respect the LIBOR Period of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, Borrowing and (2vi) if such Applicable Tranche Swingline Loans are being requested on the same day other information as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall firstrequest. If a request for a Conversion or Continuation is not timely made prior to the expiration of a LIBOR Period, use or is not made in accordance with this Section, the proceeds portions of the Applicable Tranche Revolving Loans timely made available proposed to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank be affected thereby shall be in addition toconverted into, and or continued as, Base Rate Loans. Any Notice of Borrowing received after 2:00 p.m. (New York City time) shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to be deemed received on the amount following Business Day. Each Notice of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), Borrowing shall be irrevocable upon receipt by the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsAgent.

Appears in 1 contract

Samples: Credit Agreement (Medical Staffing Network Holdings Inc)

Method of Borrowing. (a) To request an Advance hereunderThe Borrower shall give the Administrative Agent irrevocable telephonic notice, confirmed immediately in writing (a "Notice of Borrowing"), not later than 10:30 A.M. (New York City time) on (x) the Company shallDomestic Business Day before each Base Rate Borrowing and (y) the third Euro-Dollar Business Day before each Euro-Dollar Borrowing, specifying: (i) give notification by telephone (the date of such Borrowing, which notification shall be made on a Domestic Business Day in the case of a Base Rate Borrowing Date, may be made either before or after delivery a Euro-Dollar Business Day in the case of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”),a Euro-Dollar Borrowing; (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advancesuch Borrowing; (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4iii) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans comprising such Borrowing are to be borrowed (if bear interest initially at the Company fails to specify Base Rate or a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”)Euro-Dollar Rate; and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ziv) in the case of a Clearing Member Customer Gold Warrant Advance Euro-Dollar Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period. In no event shall the total number of Groups of Loans at any one time outstanding exceed ten, and each Group of Loans shall at all times consist of Tranche A Loans, Tranche B Loans and Tranche C Loans of the Banks ratably in proportion to their respective Tranche A Commitments, Tranche B Commitments and Tranche C Commitments. (b) Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Bank of the contents thereof, of such Bank's ratable share of such Borrowing and of the portion thereof which shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; andmade as a Tranche A Loan, a Tranche B Loan and a Tranche C Loan. (Bc) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance Not later than 12:00 Noon (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to New York City time) and delivered to on the Collateral Agent’s Office and the Collateral Monitoring Agent’s Officedate of each Borrowing, and (iii) give separate notificationeach Bank shall make available its ratable share of such Borrowing, by telephonein Federal or other funds immediately available in New York City, to the Collateral Administrative Agent at its address referred to in Section 5.03. Unless the Administrative Agent determines that any applicable condition specified in Article 3 has not been satisfied, the Collateral Notice has been delivered Administrative Agent will make the funds so received from the Banks available to the Collateral Borrower at the Administrative Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect 's aforesaid address. (d) Unless the Administrative Agent shall have received notice from a Bank prior to the date of Applicable Tranche Revolving Loans, the Company may also any Borrowing that such Bank will not make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to Bank's share of such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline LoansBorrowing, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely may assume that such Bank has made such share available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to on the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept date of such notices via other electronic delivery methods.Borrowing in accordance with subsection

Appears in 1 contract

Samples: Revolving Credit Agreement (American Mobile Satellite Corp)

Method of Borrowing. (a) To request an Advance hereunderOn each Borrowing Date for Revolving Loans, the Company shall: each applicable Lender shall make available its Loan (i) give notification by telephone if such Loan is denominated in Dollars, not later than 2:00 p.m. (New York time) in federal or other funds immediately available to the Administrative Agent, in New York at its address specified in or pursuant to Article XIV and (ii) if such Loan is denominated in an Agreed Currency other than Dollars, not later than noon, local time, in the city of the Administrative Agent’s Lending Installation for such currency, in such funds as may then be customary for the settlement of international transactions in such currency in the city of and at the address of the Administrative Agent’s Lending Installation for such currency. Unless the Administrative Agent determines that any applicable condition specified in Article IV has not been satisfied, the Administrative Agent will make the funds so received from the applicable Lenders available to the applicable Borrower at the Administrative Agent’s aforesaid address. (b) Each Appropriate Foreign Currency Swing Lender shall, upon fulfillment of the applicable conditions set forth in Article IV (which notification shall be made fulfillment each Appropriate Foreign Currency Swing Lender may assume in the absence of prior written notice from the applicable Borrower, the Administrative Agent or the Required Lenders to the contrary), make any requested Foreign Currency Swing Loan available on the requested Borrowing Date in Same Day Funds available to such Borrower in the Appropriate Foreign Currency in the amount requested by such Borrower at such Appropriate Foreign Currency Swing Lender’s Lending Installation. 2315953_6.doc 33 364-Day Revolving Credit Agreement (c) The Euro Swing Lender shall, upon fulfillment of the applicable conditions set forth in Article IV (which fulfillment the Euro Swing Lender may assume in the absence of prior written notice from the applicable Borrower, the Administrative Agent or the Required Lenders to the contrary), make any requested Euro Swing Loan available on the requested Borrowing Date in Same Day Funds available to such Borrower in Euros in the amount requested by such Borrower at the Euro Swing Lender’s Lending Installation. (d) Each U.S. Swing Lender shall, upon fulfillment of the applicable conditions set forth in Article IV (which fulfillment each U.S. Swing Lender may assume in the absence of prior written notice from the applicable Borrower, the Administrative Agent or the Required Lenders to the contrary), make its share of any requested U.S. Swing Loan available on the requested Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) funds immediately available in New York, to the Administrative Agent that at its Lending Installation. The Administrative Agent will promptly make the Advance Request has been or will be delivered funds so received from each U.S. Swing Lender available to such Borrower on the Borrowing Date at the Administrative Agent’s aforesaid address. (e) Any change to the Administrative Agent andaccount or accounts of any Borrower into which the proceeds of any Revolving Advance or Swing Loan are to be deposited or credited, if not yet delivered, or any change in the amount instructions of any Borrower with respect to the funding or transfer of the Advanceproceeds of any Revolving Advance or Swing Loan, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) shall require a written notice to the Administrative Agent or the applicable Swing Lender of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”)change, which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date two Authorized Officers of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsBorrower.

Appears in 1 contract

Samples: 364 Day Revolving Credit Agreement (Visa Inc.)

Method of Borrowing. (a) To request an Advance hereunderthe Borrowing of New Loans on the Effective Date, the Company shall:Borrower shall deliver to Administrative Agent a duly completed Borrowing Request Notice prior to 10:00 am (Central Time) two (2) Business Days before the Effective Date. (ib) give notification by telephone (which notification To request a Borrowing of Incremental Loans, the Borrower shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) deliver to the Administrative Agent a duly completed Incremental Borrowing Request Notice prior to 10:00 a.m. (Central Time) five (5) Business Days before the date of the proposed Borrowing; provided, that each Borrowing of Incremental Loans shall be in an aggregate amount that is not less than $20,000,000. (c) To request the Advance Request has been or will be delivered Borrowing of 2018 Incremental Loans on the Amendment No. 1 Effective Date, the Borrower shall deliver to the Administrative Agent and, if not yet delivered, a duly completed Borrowing Request Notice prior to 10:00 a.m. (Central Time) two (2) Business Days (or such shorter period as may be approved by the amount of 2018 Incremental Lenders) before the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”),Amendment No. 1 Effective Date. (iid) deliverUpon receipt of a Borrowing Request Notice described in Section 2.02(a), by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer promptly notify each Lender of the Company listed on an incumbency certificate receipt thereof, and such Borrowing Request Notice shall not thereafter be revocable by the Borrower (except as otherwise set forth in substantially that certain Funding Indemnification Letter agreement, dated as of November 7, 2017, among Vista Sand, the form of Exhibit E hereto, delivered to Borrower and the Administrative Agent). (e) Upon receipt of an Incremental Borrowing Request Notice described in Section 2.02(b), as updated in writing the Administrative Agent shall promptly notify each Lender of the receipt thereof, and such Incremental Borrowing Request Notice shall not thereafter be revocable by the Company from time to timeBorrower. (f) and delivered to Upon receipt of a Borrowing Request Notice for 2018 Incremental Loans described in Section 2.02(c), the Administrative Agent’s Office applicable for such Applicable TrancheAgent shall promptly notify each 2018 Incremental Lender of the receipt thereof, and such Borrowing Request Notice shall specify:not thereafter be revocable by the Borrower. (1g) the aggregate amount of the requested Advance; Not later than (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (xi) in the case of an Advance the Borrowing of New Loans, 12:00 noon (other than Central time) on the Effective Date, each Lender shall make available a Clearing Member Customer Gold Warrant Advance) to be made Loan in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account the amount of the Company’s maintained with the Administrative Agentits New Commitment, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (zii) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and Borrowing of Incremental Loans, 12:00 noon (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to Central time) and delivered to on the Collateral Agent’s Office and date of such Borrowing, each Incremental Lender shall make available the Collateral Monitoring Agent’s Office, and amount of its requested Incremental Loan or (iii) give separate notification, by telephone, to in the Collateral Agent that case of the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect Borrowing of Applicable Tranche Revolving 2018 Incremental Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify 12:00 noon (1Central time) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving LoansAmendment No. 1 Effective Date, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made each 2018 Incremental Lender shall make available a Loan in the amount of its 2018 Incremental Commitment, in each case in funds immediately available to the Administrative Agent at its address set forth herein. Unless Administrative Agent determines that any applicable condition specified in (i) Section 6.02, (ii) in the case of a timely manner Borrowing of Incremental Loans, Section 6.03 or (iii) in the case of the Borrowing of 2018 Incremental Loans, Amendment No. 1 has not been satisfied, Administrative Agent will make the funds so received from the applicable Lenders available to the Borrower at Administrative Agent’s aforesaid address. (h) In the event that any Lender fails to fund its share of any Incremental Loan required to be funded by such Lender hereunder (any such Applicable Tranche Swingline Loanunfunded amount, an such Lender’s Applicable Tranche Covering Swingline LoanUnfunded Incremental Loan Amount) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent maywill fund, or will cause one or more other Lenders that are Affiliates of the Administrative Agent to fund, within five (5) Business Days after the requested Borrowing Date, the Unfunded Incremental Loan Amount of such Lender. Thereafter, the portion of the Unfunded Incremental Loan Amount funded by the Administrative Agent or any other Lender shall constitute a Loan owing to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept Administrative Agent or such notices via other electronic delivery methodsLender.

Appears in 1 contract

Samples: Senior Secured Credit Agreement (Vista Proppants & Logistics Inc.)

Method of Borrowing. (a) To request an Advance hereunderUntil the Revolving Loan Maturity Date, Borrowers may borrow, repay and reborrow under the Company shall: Revolving Note on any Business Day, provided that Borrowers shall not be entitled to receive and Bank shall not be obligated to make any Revolving Advance: (i) give notification by telephone if the conditions stated in Section 6.01 of this Agreement have not been fulfilled; or (which notification ii) if after making such Revolving Advance the Revolving Exposure would exceed the Maximum Revolving Loan Amount. Subject to the foregoing, Revolving Advances shall be made on the Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specifyfollows: (1) Bank shall make a Revolving Advance upon Bank’s receipt of an Application for Advance from Borrower Representative not later than 10:00 A.M., Indianapolis time, on the aggregate date the Revolving Advance is to be made, which notice shall specify the amount and the date of the requested Revolving Advance, provided that Bank may, at its discretion, make a disbursement upon the oral request of Borrowers made by an Authorized Officer, or upon a request transmitted to Bank by email or by any other form of written electronic communication (all such requests for Advances being hereafter referred to as “Informal Requests”). Bank may rely on any Informal Request which shall have been received by it in good faith from a Person reasonably believed to be an Authorized Officer. (2) Each Informal Request shall be promptly confirmed by a duly executed Application for Advance if Bank so requires and shall in and of itself constitute the representation of Borrowers that the conditions stated in Section 6.01 of this Agreement have been fulfilled, and that the requested Revolving Advance would not cause the outstanding principal balance of the Revolving Loan to exceed the Maximum Revolving Loan Amount. (3) Each Revolving Advance shall be made on a Business Day. (4) Upon receipt of an Application for Advance, or at Bank’s discretion upon receipt of an Informal Request for a Revolving Advance and upon compliance with any other conditions of lending stated in Section 6.01 of this Agreement, Bank shall disburse the amount of the requested Advance; (2) Revolving Advance to Borrowers on the date of such designated for the Revolving Advance, which . All Revolving Advances by Bank and payments by Borrowers shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Requestrecorded by Bank on its books and records, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company principal amount outstanding from time to time) and delivered , plus interest payable thereon, shall be determined by reference to the Collateral Agentbooks and records of Bank. Bank’s Office books and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, records shall be presumed prima facie to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act be correct as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsmatters.

Appears in 1 contract

Samples: Credit Agreement (Creative Realities, Inc.)

Method of Borrowing. (a) To request an Advance hereunder, the Company shall: In order to make a borrowing of Revolving Loans (other than (i) give notification by telephone (borrowings of Swingline Loans, which notification shall be made on the Borrowing Datepursuant to Section 2.02(c), may be made either before or after delivery of the Advance Request referred to in clause (ii) below and borrowings for the purpose of repaying Refunded Swingline Loans, which shall be subject made pursuant to Section 3.5(b2.02(d), (iii) borrowings for the purpose of paying unpaid Reimbursement Obligations, which shall be made pursuant to Section 3.05, and (iv) borrowings involving continuations or conversions of outstanding Loans, which shall be made pursuant to Section 2.04), Borrower shall give notice (each, a “Notice of Borrowing”) substantially in the form of Exhibit B-1 to the Administrative Agent by 11:00 a.m. (Charlotte time) on the Business Day of each Base Rate Loan to be made to Borrower, and by 11:00 a.m. (Charlotte time) at least three (3) Business Days before each LIBOR Loan to be made to Borrower, specifying: (i) the date of such Revolving Loan, which shall be a Business Day during the Revolving Credit Period; (ii) the aggregate principal amount of such Revolving Loan; (iii) the initial Type of the Loan, provided that if Borrower shall have failed to designate the Advance Request has been or will Type of such Loan, Borrower shall be delivered deemed to have requested a borrowing comprised of Base Rate Loans; and (iv) in the case of a LIBOR Loan, the duration of the initial Interest Period applicable thereto, subject to the provisions of the definition of Interest Period, provided that if Borrower shall have failed to select the duration of the applicable Interest Period, then Borrower shall be deemed to have selected an Interest Period with a duration of one month. (b) Not later than 2:00 p.m. (Charlotte time) on the date of each Revolving Loan, each Bank shall make available its Pro Rata Share of such Revolving Loan, in Dollars and in funds immediately available to the Administrative Agent andat its address specified in Schedule 9.04. The Administrative Agent will make the funds so received from the Banks available to Borrower immediately thereafter at the Administrative Agent’s aforesaid address by crediting such funds to the deposit account specified by Borrower on the Account Designation Letter (or such other account mutually agreed upon in writing between the Administrative Agent and Borrower). The Administrative Agent shall not be required to make any amount available to Borrower hereunder except to the extent the Administrative Agent shall have received such amounts from the Banks as set forth herein, if not yet deliveredprovided, however, that unless the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, Administrative Agent shall have been notified by email a Bank prior to the Applicable Borrower Notice Deadline: (A) time a notice Loan is to the Administrative Agent be made hereunder that such Bank does not intend to make its Pro Rata Share of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered Loan available to the Administrative Agent, as updated the Administrative Agent may assume that such Bank has made such Pro Rata Share available to the Administrative Agent prior to such time, and the Administrative Agent may in writing reliance upon such assumption, but shall not be required to, make available to Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Bank and the Administrative Agent has made such amount available to Borrower, the applicable Bank and Borrower severally agree to pay to the Administrative Agent forthwith and on demand such corresponding amount, together with interest thereon in respect of each day during the period from and including the date such amount was made available to Borrower to but excluding the date the Administrative Agent recovers such amount at (i) in the case of a payment to be made by such Bank, the greater of the Fed Funds Rate and a rate determined by the Company Administrative Agent in accordance with banking industry rules on interbank compensation and (ii) in the case of a payment to be made by Borrower, the Adjusted Base Rate. (c) In order to make a borrowing of a Swingline Loan, Borrower will give the Administrative Agent and the Swingline Bank written notice not later than 11:00 a.m., Charlotte time, on the date of such borrowing. Each such notice (each, a “Notice of Swingline Borrowing”) shall be substantially in the form of Exhibit B-2, shall be irrevocable and shall specify (i) the principal amount of the Swingline Loan to be made pursuant to such borrowing (which shall not be less than $100,000 and, if greater, shall be in an integral multiple of $100,000 in excess thereof (or, if less, in the amount of the Unutilized Swingline Commitment)) and (ii) the date of such Swingline Loan, which shall be a Business Day during the Revolving Credit Period, but not later than the Swingline Maturity Date. Not later than 2:00 p.m., Charlotte time, on the date of the Swingline Loan, the Swingline Bank will make available an amount equal to the amount of such Swingline Loan, in Dollars and in funds immediately available in Charlotte, North Carolina to the Administrative Agent. To the extent the Swingline Bank has made such amount available to the Administrative Agent as provided hereinabove, the Administrative Agent will make such amount available to Borrower in like funds as received by the Administrative Agent. (d) With respect to any outstanding Swingline Loans, the Swingline Bank may at any time (whether or not an Event of Default has occurred and is continuing) in its sole and absolute discretion, and is hereby authorized and empowered by Borrower to, cause a borrowing of Revolving Loans to be made for the purpose of repaying such Swingline Loans by delivering to the Administrative Agent (if the Administrative Agent is not also the Swingline Bank) and each other Bank (on behalf of, and with a copy to, Borrower), not later than 11:00 a.m., Charlotte time, on the proposed date of such Revolving Loan, a notice (which shall be deemed to be a Notice of Borrowing given by Borrower) requesting the Banks to make Revolving Loans (which shall be made initially as Base Rate Loans) on such date in an aggregate amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date such notice is given that the Swingline Bank requests to be repaid. Not later than 2:00 p.m., Charlotte time, on the requested date of such Revolving Loans, each Bank (other than the Swingline Bank) will make available its Pro Rata Share of such Revolving Loan, in Dollars and in funds immediately available to the Administrative Agent. To the extent the Banks have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Bank in like funds as received by the Administrative Agent, which shall apply such amounts in repayment of the Refunded Swingline Loans. Notwithstanding any provision of this Agreement to the contrary, on the date of such Loan, the Refunded Swingline Loans (including the Swingline Bank’s Pro Rata Share thereof, in its capacity as a Bank) shall be deemed to be repaid with the proceeds of the Revolving Loans made as provided above (including a Revolving Loan deemed to have been made by the Swingline Bank), and such Refunded Swingline Loans deemed to be so repaid shall no longer be outstanding as Swingline Loans but shall be outstanding as Revolving Loans. If any portion of any such amount repaid (or deemed to be repaid) to the Swingline Bank shall be recovered by or on behalf of Borrower from the Swingline Bank in any bankruptcy, insolvency or similar proceeding or otherwise, the loss of the amount so recovered shall be shared ratably among all the Banks based on each Bank’s Pro Rata Share. (e) If, as a result of any bankruptcy, insolvency or similar proceeding with respect to Borrower, Revolving Loans are not made pursuant to Section 2.02(d) in an amount sufficient to repay any amounts owed to the Swingline Bank in respect of any outstanding Swingline Loans, or if the Swingline Bank is otherwise precluded for any reason from giving a notice on behalf of Borrower as provided for hereinabove, the Swingline Bank shall be deemed to have sold without recourse, representation or warranty, and each Bank shall be deemed to have purchased and hereby agrees to purchase, a participation in such outstanding Swingline Loans in an amount equal to its Pro Rata Share at such time of the unpaid amount thereof together with accrued interest thereon. Upon one (1) Business Day’s prior notice from the Swingline Bank, each Bank (other than the Swingline Bank) will make available its Pro Rata Share of such Revolving Loan, in Dollars and in funds immediately available in Charlotte, North Carolina to the Administrative Agent. To the extent the Banks have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Bank in like funds as received by the Administrative Agent. In the event any such Bank fails to make available to the Administrative Agent the amount of such Bank’s participation as provided in this Section 2.02(e), the Swingline Bank shall be entitled to recover such amount on demand from such Bank, together with interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Bank until the date such amount is made available to the Swingline Bank at the Fed Funds Rate for the first three (3) Business Days and thereafter at the Adjusted Base Rate applicable to Revolving Loans. Promptly following its receipt of any payment by or on behalf of Borrower in respect of a Swingline Loan, the Swingline Bank will pay to each Bank that has acquired a participation therein such Bank’s Pro Rata Share of such payment. (f) Notwithstanding any provision of this Agreement to the contrary, the obligation of each Bank (other than the Swingline Bank) to make Revolving Loans for the purpose of repaying any Refunded Swingline Loans pursuant to Section 2.02(d) and each such Bank’s obligation to purchase a participation in any unpaid Swingline Loans pursuant to Section 2.02(e) shall be absolute and unconditional and shall not be affected by any circumstance or event whatsoever, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such Bank may have against the Swingline Bank, the Administrative Agent, Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default, (iii) the failure of the amount of such borrowing of Revolving Loans to meet the minimum borrowing amount specified in Section 2.01(a), or (iv) the failure of any conditions set forth in Section 4.02 or elsewhere herein to be satisfied. (g) The obligations of the Banks hereunder to make Loans, to fund participations in Letters of Credit and Swingline Loans and to make payments pursuant to Section 9.03(c) are several and not joint. The failure of any Bank to make any Loan, to fund any such participation or to make any such payment on any date shall not relieve any other Bank of its corresponding obligation, if any, hereunder to do so on such date, but no Bank shall be responsible for the failure of any other Bank to so make its Loan, purchase its participation or to make any such payment required hereunder. (h) Each Bank may, at its option, make and maintain any Loan at, to or for the account of any of its Lending Offices, provided that any exercise of such option shall not affect the obligation of Borrower to repay such Loan to or for the account of such Bank in accordance with the terms of this Agreement. (i) Borrower hereby irrevocably authorizes the Administrative Agent to rely on telephonic, telegraphic, telecopy, telex or written instructions of any person identifying himself or herself as one of the individuals listed on Schedule 2.02 attached hereto (or any other individual from time to time) time authorized to act on behalf of Borrower pursuant to a resolution adopted by the Board of Directors of Borrower and certified by the Secretary of Borrower and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche) (the “Authorized Individuals”) with respect to any request to make a Loan or a repayment hereunder, and on any signature which the Administrative Agent believes to be genuine, and Borrower shall specify: be bound thereby in the same manner as if such individual were actually authorized or such signature were genuine; provided that the Administrative Agent shall not be obligated under any circumstances to forward amounts to any account not listed on an Account Designation Letter. Borrower may at any time deliver to the Administrative Agent an Account Designation Letter listing any additional accounts or deleting any accounts listed in a previous Account Designation Letter. Borrower also hereby agrees to defend and indemnify the Administrative Agent and each Bank and hold the Administrative Agent and each Bank harmless from and against any and all claims, demands, damages, liabilities, losses, costs and expenses (1including, without limitation, reasonable attorneys’ fees and expenses) relating to or arising out of or in connection with the aggregate amount acceptance of instructions for making Loans or repayments under this Agreement; provided that the Administrative Agent and each Bank will not have any right to indemnification for any of the requested Advance; (2) foregoing to the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with extent resulting from the Administrative Agent’s or such Bank’s own fraud, (y) gross negligence or willful misconduct or a breach in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with bad faith by the Administrative Agent or another financial institution or (z) such Bank of its obligations hereunder, in the case each case, as determined by a final non-appealable judgment of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form court of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodscompetent jurisdiction.

Appears in 1 contract

Samples: Loan Agreement (Laclede Gas Co)

Method of Borrowing. (a) To request an Advance hereunderThe Borrower shall give the Agent notice (a "Notice of Borrowing"), which shall be substantially in the Company shallform of Exhibit E, prior to 11:00 A.M. (Atlanta, Georgia time) for Dollar Borrowings, and 9:30 A.M. (Atlanta, Georgia time) for Foreign Currency Borrowings, on the same Domestic Business Day for each Base Rate Borrowing, at least 3 Euro-Dollar Business Days before each Euro-Dollar Borrowing, and at least 3 Foreign Currency Business Days before each Foreign Currency Borrowing, specifying: (i) give notification by telephone (the date of such Syndicated Borrowing, which notification shall be made on a Domestic Business Day in the Borrowing Datecase of a Base Rate Borrowing, may be made either before a Euro-Dollar Business Day in the case of a Euro-Dollar Borrowing, or after delivery a Foreign Currency Business Day in the case of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) to the Administrative Agent that the Advance Request has been or will be delivered to the Administrative Agent and, if not yet delivered, the amount of the Advance, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”)a Foreign Currency Borrowing, (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) a notice to the Administrative Agent of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”), which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance;such Syndicated Borrowing, (2) the date of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4iii) whether the Syndicated Loans comprising such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans Borrowing are to be borrowed (Base Rate Loans, Euro-Dollar Loans or Foreign Currency Loans, and if such Loans are to be Foreign Currency Loans, specifying the Company fails to specify a currency in an Advance RequestForeign Currency, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (ziv) in the case of a Clearing Member Customer Gold Warrant Advance shall be Fixed Rate Borrowing, the duration of the Interest Period applicable thereto, subject to the provisions of the definition of Interest Period; provided, that if one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and Commitment Reduction Dates are scheduled to occur during the Interest Period so selected, and as a result thereof (but for this proviso) the Borrower shall become obligated to prepay or repay all or any portion of the Loans on any of such Commitment Reduction Dates pursuant to Section 2.10, then a portion of such Fixed Rate Borrowing which is equal to the amount of the Loans that would otherwise be so prepaid or repaid on any of such Commitment Reduction Dates either (A) shall have applicable thereto an Interest Period or Interest Periods, as selected by the Borrower, ending on or before the Commitment Reduction Date on which Loans corresponding in amount to such portion would otherwise be prepaid or repaid, or (B) shall instead be made as a notice to Base Rate Borrowing. (b) Upon receipt of a Notice of Borrowing, the Collateral Agent shall promptly notify each Bank of the contents thereof and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged such Bank's ratable share of such Borrowing and such Notice of Borrowing, once received by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing shall not thereafter be revocable by the Company from time to Borrower. (c) Not later than 11:00 A.M. (Atlanta, Georgia time) and delivered to on the Collateral Agent’s Office and the Collateral Monitoring Agent’s Officedate of each Syndicated Borrowing, and each Bank shall (iiiexcept as provided in paragraph (d) give separate notificationof this Section) make available its ratable share of such Syndicated Borrowing, by telephonein Federal or other funds immediately available in Atlanta, Georgia, to the Collateral Agent at its address referred to in Section 9.01, which funds shall be in Dollars, if such Borrowing is a Dollar Borrowing, and in the applicable Foreign Currency, if such Borrowing is a Foreign Currency Borrowing, determined pursuant to Section 9.01. Unless the Agent determines that any applicable condition specified in Article III has not been satisfied, the Agent will make the funds so received from the Banks available to the Borrower at the Agent's aforesaid address. Unless the Agent receives notice from a Bank, at the Agent's address referred to in or specified pursuant to Section 9.01, no later than 4:00 P.M. (local time at such address) on the Domestic Business Day before the date of a Syndicated Borrowing stating that such Bank will not make a Syndicated Loan in connection with such Syndicated Borrowing, the Agent shall be entitled to assume that such Bank will make a Syndicated Loan in connection with such Syndicated Borrowing and, in reliance on such assumption, the Agent may (but shall not be obligated to) make available such Bank's ratable share of such Syndicated Borrowing to the Borrower for the account of such Bank. If the Agent makes such Bank's ratable share available to the Borrower and such Bank does not in fact make its ratable share of such Syndicated Borrowing available on such date, the Agent shall be entitled to recover such Bank's ratable share from such Bank or the Borrower (and for such purpose shall be entitled to charge such amount to any account of the Borrower maintained with the Agent), together with interest thereon for each day during the period from the date of such Syndicated Borrowing until such sum shall be paid in full at a rate per annum equal to the rate at which the Agent determines that it obtained (or could have obtained) overnight Federal funds to cover such amount for each such day during such period, provided that (i) any such payment by the Borrower of such Bank's ratable share and interest thereon shall be without prejudice to any rights that the Collateral Notice Borrower may have against such Bank and (ii) until such Bank has been delivered paid its ratable share of such Syndicated Borrowing, together with interest pursuant to the Collateral Agent. Concurrently withforegoing, it will have no interest in or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank rights with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover Syndicated Borrowing for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loanspurpose hereunder. If the Agent does not exercise its option to advance funds for the account of such Bank, it shall forthwith notify the Borrower of such decision. (d) If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline LoansBank makes a new Syndicated Loan hereunder on a day on which the Borrower is to repay all or any part of an outstanding Syndicated Loan from such Bank, the Administrative Agent such Bank shall first, use apply the proceeds of its new Syndicated Loan to make such repayment as a Refunding Loan and only an amount equal to the Applicable Tranche Revolving Loans timely difference (if any) between the amount being borrowed and the amount of such Refunding Loan shall be made available by such Bank to it the Agent as provided in paragraph (c) of this Section, or remitted by the Borrower to fund the requested Advance Agent as provided in Section 3.1(b)2.12, as the case may be; provided, however, that if the Syndicated Loan which is to be repaid is a Foreign Currency Loan, the foregoing provisions shall apply only if the new Syndicated Loan is to be made in the same Foreign Currency. (e) Notwithstanding anything to the contrary contained in this Agreement, no Fixed Rate Borrowing may be made if there shall have occurred a Default or an Event of Default, which Default or Event of Default shall not have been cured or waived, and second, fund all Refunding Loans shall be made as Base Rate Loans (but shall bear interest at the remaining portion of the requested AdvanceDefault Rate, if anyapplicable). (f) In the event that a Notice of Borrowing fails to specify whether the Syndicated Loans comprising such Borrowing are to be Base Rate Loans, Euro-Dollar Loans or Foreign Currency Loans, such Syndicated Loans shall be made as Base Rate Loans. If the Borrower is otherwise entitled under this Agreement to repay any Syndicated Loans maturing at the end of an Interest Period applicable thereto with the proceeds of a new Syndicated Borrowing, and the Borrower fails to repay such Syndicated Loans using its own moneys and fails to give a Notice of Borrowing in connection with such new Borrowing, a new Syndicated Borrowing shall be deemed to be made available on the date such Syndicated Loans mature in an amount equal to it in respect the principal amount of one or more Applicable Tranche Covering Swingline the Syndicated Loans so maturing, and the Syndicated Loans comprising such new Syndicated Borrowing shall be Base Rate Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank which shall be in addition tothe Dollar Equivalent of such maturing Loans, and if such maturing Loans were Foreign Currency Loans. (g) Notwithstanding anything to the contrary contained herein, there shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit be more than 8 Fixed Rate Borrowings outstanding at any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsgiven time.

Appears in 1 contract

Samples: Credit Agreement (Culp Inc)

Method of Borrowing. (a) To request an Advance hereunderOn each Borrowing Date for Revolving Loans, the Company shall: each applicable Lender shall make available its Loan (i) give notification by telephone if such Loan is denominated in Dollars, not later than 2:00 p.m. (New York time) in federal or other funds immediately available to the Administrative Agent, in New York at its address specified in or pursuant to Article XIV and (ii) if such Loan is denominated in an Agreed Currency other than Dollars, not later than noon, local time, in the city of the Administrative Agent’s Lending Installation for such currency, in such funds as may then be customary for the settlement of international transactions in such currency in the city of and at the address of the Administrative Agent’s Lending Installation for such currency. Unless the Administrative Agent determines that any applicable condition specified in Article IV has not been satisfied, the Administrative Agent will make the funds so received from the applicable Lenders available to the applicable Borrower at the Administrative Agent’s aforesaid address. (b) Each Appropriate Foreign Currency Swing Lender shall, upon fulfillment of the applicable conditions set forth in Article IV (which notification shall be made fulfillment each Appropriate Foreign Currency 32 364-Day Revolving Credit Agreement Swing Lender may assume in the absence of prior written notice from the applicable Borrower, the Administrative Agent or the Required Lenders to the contrary), make any requested Foreign Currency Swing Loan available on the requested Borrowing Date in Same Day Funds available to such Borrower in the Appropriate Foreign Currency in the amount requested by such Borrower at such Appropriate Foreign Currency Swing Lender’s Lending Installation. (c) The Euro Swing Lender shall, upon fulfillment of the applicable conditions set forth in Article IV (which fulfillment the Euro Swing Lender may assume in the absence of prior written notice from the applicable Borrower, the Administrative Agent or the Required Lenders to the contrary), make any requested Euro Swing Loan available on the requested Borrowing Date in Same Day Funds available to such Borrower in Euros in the amount requested by such Borrower at the Euro Swing Lender’s Lending Installation. (d) Each U.S. Swing Lender shall, upon fulfillment of the applicable conditions set forth in Article IV (which fulfillment each U.S. Swing Lender may assume in the absence of prior written notice from the applicable Borrower, the Administrative Agent or the Required Lenders to the contrary), make its share of any requested U.S. Swing Loan available on the requested Borrowing Date, may be made either before or after delivery of the Advance Request referred to in clause (ii) below and shall be subject to Section 3.5(b)) funds immediately available in New York, to the Administrative Agent that at its Lending Installation. The Administrative Agent will promptly make the Advance Request has been or will be delivered funds so received from each U.S. Swing Lender available to such Borrower on the Borrowing Date at the Administrative Agent’s aforesaid address. (e) Any change to the Administrative Agent andaccount or accounts of any Borrower into which the proceeds of any Revolving Advance or Swing Loan are to be deposited or credited, if not yet delivered, or any change in the amount instructions of any Borrower with respect to the funding or transfer of the Advanceproceeds of any Revolving Advance or Swing Loan, the Applicable Tranche and the respective currency that will be requested in such Advance Request (such telephone notification, the “Advance Request Confirmation”), (ii) deliver, by email prior to the Applicable Borrower Notice Deadline: (A) shall require a written notice to the Administrative Agent or the applicable Swing Lender of such request for Applicable Tranche Revolving Loans or Applicable Tranche Swingline Loans in substantially the form of Exhibit H attached hereto (an “Advance Request”)change, which Advance Request shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Administrative Agent, as updated in writing by the Company from time to time) and delivered to the Administrative Agent’s Office applicable for such Applicable Tranche, and shall specify: (1) the aggregate amount of the requested Advance; (2) the date two Authorized Officers of such Advance, which shall be a Business Day; (3) the Applicable Tranche under which such Advance is requested; (4) whether such Advance is requested as an Applicable Tranche Revolving Loan or Applicable Tranche Swingline Loan; (5) the currency of the Loans to be borrowed (if the Company fails to specify a currency in an Advance Request, then the Loan so requested shall be made in U.S. Dollars) (it being understood that a Clearing Member Customer Gold Warrant Advance may only be denominated in U.S. Dollars); (6) whether such Advance shall be initially secured by any Clearing Member Customer Gold Warrant Advance Deposit Account or any Clearing Member Customer Gold Warrant Advance Deposit Account Collateral (any such advance, a “Clearing Member Customer Gold Warrant Advance”); and (7) the location and number of the Company’s account to which funds are to be disbursed, which (x) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be a deposit account of the Company’s maintained with the Administrative Agent, (y) in the case of an Advance (other than a Clearing Member Customer Gold Warrant Advance) to be made in a currency other than U.S. Dollars, Canadian Dollars, Euro or Sterling, shall be an account maintained with the Administrative Agent or another financial institution or (z) in the case of a Clearing Member Customer Gold Warrant Advance shall be one or more Clearing Member Customer Gold Warrant Advance Deposit Accounts; and (B) a notice to the Collateral Agent and Collateral Monitoring Agent in substantially the form of Exhibit I attached hereto detailing the Collateral pledged by the Company to secure the requested Advance (a “Collateral Notice”), which Collateral Notice shall be executed by an officer of the Company listed on an incumbency certificate (in substantially the form of Exhibit E hereto, delivered to the Collateral Agent and the Collateral Monitoring Agent, as updated in writing by the Company from time to time) and delivered to the Collateral Agent’s Office and the Collateral Monitoring Agent’s Office, and (iii) give separate notification, by telephone, to the Collateral Agent that the Collateral Notice has been delivered to the Collateral Agent. Concurrently with, or shortly following, or in lieu of, its making an Advance Request in respect of Applicable Tranche Revolving Loans, the Company may also make an Advance Request in respect of Applicable Tranche Swingline Loans. An Advance Request in respect of Swingline Loans shall also specify (1) the Banks being requested to act as an Applicable Tranche Swingline Bank with respect to such Advance and make Applicable Tranche Swingline Loans and the respective amounts thereof, and (2) if such Applicable Tranche Swingline Loans are being requested on the same day as any Applicable Tranche Revolving Loans, whether such Applicable Tranche Swingline Loans are to cover for any Applicable Tranche Revolving Loans not made available to the Administrative Agent in a timely manner (any such Applicable Tranche Swingline Loan, an “Applicable Tranche Covering Swingline Loan”) or are simply being requested in addition to such Applicable Tranche Revolving Loans. If any Applicable Tranche Swingline Loans being requested are Applicable Tranche Covering Swingline Loans, the Administrative Agent shall first, use the proceeds of the Applicable Tranche Revolving Loans timely made available to it to fund the requested Advance as provided in Section 3.1(b), and second, fund the remaining portion of the requested Advance, if any, with the proceeds made available to it in respect of one or more Applicable Tranche Covering Swingline Loans, subject to Section 3.1(c). For the avoidance of doubt, the provision of Applicable Tranche Swingline Loans by any Applicable Tranche Swingline Bank shall be in addition to, and shall not relieve such Bank from its obligation to make Applicable Tranche Revolving Loans ratably in proportion to the amount of its Applicable Tranche Commitment. In the event the Company is unable to submit any such notices via email (due to operational difficulties or otherwise), the Administrative Agent may, to the extent commercially reasonable and following telephone notices by the Company requesting same, agree to accept such notices via other electronic delivery methodsBorrower.

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Samples: 364 Day Revolving Credit Agreement (Visa Inc.)