Common use of Notice and Manner of Obtaining Loans Clause in Contracts

Notice and Manner of Obtaining Loans. The Company shall give Agent telephonic notice of each request for Loans not later than 1:00 p.m. (Minneapolis, Minnesota time) on the requested Borrowing Date and of each request for Swingline Loans not later than 3:00 p.m. (Minneapolis, Minnesota time) on the requested Borrowing Date. Each request for Loans or Swingline Loans shall specify the aggregate amount of Loans or Swingline Loans requested, whether each such Loan or Swingline Loan is being made to permit a Co-Borrower to originate or acquire one or more Mortgage Loans (and, if so, specifying the Co-Borrower), and whether such Loans to be made by each Lender are to be funded as Reference Rate Advances, Eurodollar Rate Advances or Balance Funded Rate Advances; provided, that any portion of a Loan not so designated shall be funded as a Eurodollar Rate Advance. Agent shall notify each Lender via facsimile and telephone by not later than 2:00 P.M. (Minneapolis, Minnesota time) on the date it receives such request of each request for Loans received from the Company, of such Lenders's Percentage Share of the Loans requested and whether such Lender's Loans are to funded as Reference Rate Advances, Eurodollar Rate Advances or Balance Funded Rate Advances. The Company shall, not later than the following Business Day, confirm any such request by delivering to Agent a Confirmation. Each request for Loans shall be irrevocable and binding on the Company and any applicable Co-Borrower. If all conditions precedent to such Loan have been met, each Lender shall deposit into the Collateral Account in immediately available dollars by not later than 4:00 P.M. (Minneapolis, Minnesota time) on the Borrowing Date the amount of such Lender's Loan and upon receipt of such funds, Agent shall promptly make such funds available to the Company and any applicable Co-Borrower by depositing such funds in the Good Funds Wire Clearing Account or the Operating Account, as requested by the Company. On the Borrowing Date of requested Swingline Loans, U.S. Bank may deposit into the Collateral Account in Immediately Available Funds by not later than 4:00 p.m. (Minneapolis, Minnesota time) on the requested Borrowing Date the amount of the requested Swingline Loans. Unless Agent shall have received notice from a Lender prior to 3:00 P.M. (Minneapolis, Minnesota time) on any Borrowing Date that such Lender will not make available to Agent such Lender's Loan, Agent may in its discretion assume that such Lender has made such Loan available to Agent in accordance with this section and Agent may if it chooses, in reliance upon such assumption make such Loan available to the Company and any applicable Co-Borrower. If and to the extent such Lender shall not so make its Loan available to Agent, such Lender shall, on demand, pay to Agent the amount of such Loan together with interest thereon, for each day from the date such amount is made available to the Company and any applicable Co-Borrower until the date such amount is paid or repaid to Agent at the Federal Funds Rate. If such Lender does not pay such amount promptly upon Agent's demand therefor, Agent shall notify the Company and the Company and each applicable Co-Borrower shall immediately repay such amount to Agent together with accrued interest thereon at the applicable rate or rates provided in Section 2.04. Agent shall use its best efforts to demand any such amount from both such Lender and the Company, provided, that any failure by Agent to make any such demand on both such Lender and the Company shall not in any manner affect such Lender's, the Company's or any applicable Co-Borrower's obligation to pay or repay such amount, with interest, as set forth herein. The failure of any Lender to make any Loan to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its Loan, but no Lender shall be responsible for the failure of any other Lender to make any Loan to be made by such other Lender. Each request for Loans or Swingline Loans shall be deemed to be a representation by the Company that (i) no Event of Default or Default has occurred or will exist upon the making of the requested Loans or Swingline Loans and (ii) the representations and warranties contained in Section 4 hereof and in Section 5 of the Security Agreement are true and correct with the same force and effect as if made on and as of the date of such request.

Notice and Manner of Obtaining Loans. The Company Borrower shall give ------------------------------------ Agent telephonic notice of each request for Tranche A Loans or Tranche B Loans pursuant to a Borrowing Request which is received by Agent not later than 1:00 p.m. 11:00 a.m. (MinneapolisDallas, Minnesota Texas) time) , on the requested day on which such Loans are to be advanced. Each Borrowing Date and of each Request shall constitute a request for Swingline Loans not later than 3:00 p.m. both (Minneapolis, Minnesota time1) on a Swing-Line Loan to be funded by Guaranty Federal and the requested Borrowing Date. Each request for Loans or Swingline Loans shall specify the aggregate amount of Loans or Swingline Loans requested, whether each such Loan or Swingline Loan is being made to permit a Co-Borrower to originate or acquire one or more Mortgage Loans (and, if so, specifying the Co-Borrower), and whether such Loans to be made by each Lender are to refinance that Swing-Line Loan, and (2) if Guaranty Federal elects not to make a Swing- Line Loan, the Loans actually requested by the text of the Borrowing Request to be funded as Reference Rate Advances, Eurodollar Rate Advances or Balance Funded Rate Advances; provided, that any portion of a Loan not so designated shall be funded as a Eurodollar Rate Advance. Agent shall notify each Lender via facsimile and telephone by not later than 2:00 P.M. (Minneapolis, Minnesota time) on the date it receives such request of each request for Loans received from the Company, of such Lenders's Percentage Share of the Loans requested and whether such Lender's Loans are to funded as Reference Rate Advances, Eurodollar Rate Advances or Balance Funded Rate Advances. The Company shall, not later than the following Business Day, confirm any such request by delivering to Agent a Confirmation. Each request for Loans shall be irrevocable and binding on the Company and any applicable Co-Borrower. If all conditions precedent to such Loan have been metmet and Agent has notified each Lender that Guaranty Federal has elected not to make a Swing-Line Loan pursuant to such Borrowing Request, each Lender shall deposit into the Collateral Account in immediately available dollars by not later than 4:00 P.M. (Minneapolis, Minnesota time) will on the Borrowing Date date requested promptly remit to Agent at Agent's office in Dallas, Texas the amount of such Lender's Tranche A Loan or Tranche B Loan, as applicable, in immediately available dollars, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loan have been neither met nor waived as provided herein, Agent shall promptly make such funds Loan available to the Company and any applicable Co-Borrower by depositing such funds in crediting the Good Funds Wire Clearing Funding Account or the Operating Accountwith a like amount of immediately available funds. Guaranty Federal shall, as requested by the Company. On the Borrowing Date of requested Swingline Loans, U.S. Bank may deposit into the Collateral Account in Immediately Available Funds by not later than 4:00 3:00 p.m. (MinneapolisDallas, Minnesota Texas time) on the requested Borrowing Date date on which it makes any Swing-Line Loan, deposit the amount of thereof into the requested Swingline LoansFunding Account. Each Borrowing Request shall be irrevocable and binding on Borrower. Unless Agent shall have received prompt notice from a Lender prior to 3:00 P.M. (Minneapolis, Minnesota time) on any Borrowing Date that such Lender will not make available to Agent such Lender's Loan, Agent may in its discretion assume that such Lender has made such Loan available to Agent in accordance with this section and Agent may if it chooses, in reliance upon such assumption assumption, make such Loan available to the Company and any applicable Co-Borrower. If and to the extent such Lender shall not so make its Loan available to Agent, such Lender shall, on demand, and Borrower severally agree to pay or repay to Agent within three days after demand the amount of such Loan together with interest thereon, for each day from the date such amount is made available to the Company and any applicable Co-Borrower until the date such amount is paid or repaid to Agent Agent, at (i) the Federal Funds Rate. If , if such Lender does not pay is making such amount promptly upon Agent's demand therefor, Agent shall notify payment and (ii) the Company and the Company and each interest rate applicable Co-Borrower shall immediately repay such amount to Agent together with accrued interest thereon at the applicable rate or rates provided in Section 2.04. time to the other Loans made on such date, if Borrower is making such repayment; Agent shall use its best efforts to demand any such amount from both such Lender and the CompanyBorrower, provided, that any failure by Agent to make any such demand on both such Lender and the Company Borrower shall not in any manner affect such Lender's, the Company's or any applicable Co-and Borrower's obligation to pay or repay such amount, with interest, as set forth herein. The failure of any Lender to make any Loan to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its Loan, but no Lender shall be responsible for the failure of any other Lender to make any Loan to be made by such other Lender. Each request for Loans or Swingline Loans shall be deemed to be a representation by the Company that (i) no Event of Default or Default has occurred or will exist upon the making of the requested Loans or Swingline Loans and (ii) the representations and warranties contained in Section 4 hereof and in Section 5 of the Security Agreement are true and correct with the same force and effect as if made on and as of the date of such request.

Notice and Manner of Obtaining Loans. The Company Borrower shall give Agent telephonic notice of each request for Tranche A Loans, Tranche B Loans, Tranche C Loans or Tranche D Loans pursuant to a Borrowing Request which is received by Agent not later than 1:00 p.m. 11:00 a.m. (MinneapolisHouston, Minnesota Texas) time) , on the requested day on which such Loans are to be advanced. Each Borrowing Date and of each Request shall constitute a request for Swingline Loans not later than 3:00 p.m. both (Minneapolis, Minnesota time1) on a Swing-Line Loan to be funded by Bank United and the requested Borrowing Date. Each request for Loans or Swingline Loans shall specify the aggregate amount of Loans or Swingline Loans requested, whether each such Loan or Swingline Loan is being made to permit a Co-Borrower to originate or acquire one or more Mortgage Loans (and, if so, specifying the Co-Borrower), and whether such Loans to be made by each Lender are Lenders to refinance that Swing-Line Loan, and (2) if Bank United elects not to make a Swing-Line Loan, the Loans actually requested by the text of the Borrowing Request to be funded as Reference Rate Advances, Eurodollar Rate Advances or Balance Funded Rate Advances; provided, that any portion of a Loan not so designated shall be funded as a Eurodollar Rate Advance. Agent shall notify each Lender via facsimile and telephone by not later than 2:00 P.M. (Minneapolis, Minnesota time) on the date it receives such request of each request for Loans received from the Company, of such Lenders's Percentage Share of the Loans requested and whether such Lender's Loans are to funded as Reference Rate Advances, Eurodollar Rate Advances or Balance Funded Rate Advances. The Company shall, not later than the following Business Day, confirm any such request by delivering to Agent a Confirmation. Each request for Loans shall be irrevocable and binding on the Company and any applicable Co-Borrower. If all conditions precedent to such Loan have been metmet and Agent has notified each Lender that Bank United has elected not to make a Swing-Line Loan pursuant to such Borrowing Request, each Lender shall deposit into the Collateral Account in immediately available dollars by not later than 4:00 P.M. (Minneapolis, Minnesota time) will on the Borrowing Date date requested promptly remit to Agent at Agent's office in Houston, Texas the amount of such Lender's Tranche A Loan, Tranche B Loan, Tranche C Loan or Tranche D Loan, as applicable, in immediately available dollars, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loan have been neither met nor waived as provided herein, Agent shall promptly make such funds Loan available to the Company and any applicable Co-Borrower by depositing such funds in crediting the Good Funds Wire Clearing Funding Account or the Operating Accountwith a like amount of immediately available funds. Bank United shall, as requested by the Company. On the Borrowing Date of requested Swingline Loans, U.S. Bank may deposit into the Collateral Account in Immediately Available Funds by not later than 4:00 2:00 p.m. (MinneapolisHouston, Minnesota Texas time) on the requested Borrowing Date date on which it makes any Swing-Line Loan, deposit the amount of thereof into the requested Swingline LoansFunding Account. Each Borrowing Request shall be irrevocable and binding on Borrower. Unless Agent shall have received prompt notice from a Lender prior to 3:00 P.M. (Minneapolis, Minnesota time) on any Borrowing Date that such Lender will not make available to Agent such Lender's Loan, Agent may in its discretion assume that such Lender has made such Loan available to Agent in accordance with this section and Agent may if it chooses, in reliance upon such assumption assumption, make such Loan available to the Company and any applicable Co-Borrower. If and to the extent such Lender shall not so make its Loan available to Agent, such Lender shall, on demand, and Borrower severally agree to pay or repay to Agent within three days after demand the amount of such Loan together with interest thereon, for each day from the date such amount is made available to the Company and any applicable Co-Borrower until the date such amount is paid or repaid to Agent Agent, at (i) the Federal Funds Rate. If , if such Lender does not pay is making such amount promptly upon Agent's demand therefor, Agent shall notify payment and (ii) the Company and the Company and each interest rate applicable Co-Borrower shall immediately repay such amount to Agent together with accrued interest thereon at the applicable rate or rates provided in Section 2.04. time to the other Loans made on such date, if Borrower is making such repayment; Agent shall use its best efforts to demand any such amount from both such Lender and the CompanyBorrower, provided, that any failure by Agent to make any such demand on both such Lender and the Company Borrower shall not in any manner affect such Lender's, the Company's or any applicable Co-and Borrower's obligation to pay or repay such amount, with interest, as set forth herein. The failure of any Lender to make any Loan to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its Loan, but no Lender shall be responsible for the failure of any other Lender to make any Loan to be made by such other Lender. Each request for Loans or Swingline Loans shall be deemed to be a representation by the Company that (i) no Event of Default or Default has occurred or will exist upon the making of the requested Loans or Swingline Loans and (ii) the representations and warranties contained in Section 4 hereof and in Section 5 of the Security Agreement are true and correct with the same force and effect as if made on and as of the date of such request.

Notice and Manner of Obtaining Loans. The Company Borrower shall give Agent telephonic notice of each request for Tranche A Loans, Tranche B Loans, Tranche C Loans or Tranche D Loans pursuant to a Borrowing Request which is received by Agent not later than 1:00 p.m. 11:00 a.m. (MinneapolisDallas, Minnesota Texas) time) , on the requested day on which such Loans are to be advanced. Each Borrowing Date and of each Request shall constitute a request for Swingline Loans not later than 3:00 p.m. both (Minneapolis, Minnesota time1) on a Swing-Line Loan to be funded by Guaranty Federal and the requested Borrowing Date. Each request for Loans or Swingline Loans shall specify the aggregate amount of Loans or Swingline Loans requested, whether each such Loan or Swingline Loan is being made to permit a Co-Borrower to originate or acquire one or more Mortgage Loans (and, if so, specifying the Co-Borrower), and whether such Loans to be made by each Lender are to refinance that Swing-Line Loan, and (2) if Guaranty Federal elects not to make a Swing-Line Loan, the Loans actually requested by the text of the Borrowing Request to be funded as Reference Rate Advances, Eurodollar Rate Advances or Balance Funded Rate Advances; provided, that any portion of a Loan not so designated shall be funded as a Eurodollar Rate Advance. Agent shall notify each Lender via facsimile and telephone by not later than 2:00 P.M. (Minneapolis, Minnesota time) on the date it receives such request of each request for Loans received from the Company, of such Lenders's Percentage Share of the Loans requested and whether such Lender's Loans are to funded as Reference Rate Advances, Eurodollar Rate Advances or Balance Funded Rate Advances. The Company shall, not later than the following Business Day, confirm any such request by delivering to Agent a Confirmation. Each request for Loans shall be irrevocable and binding on the Company and any applicable Co-Borrower. If all conditions precedent to such Loan have been metmet and Agent has notified each Lender that Guaranty Federal has elected not to make a Swing-Line Loan pursuant to such Borrowing Request, each Lender shall deposit into the Collateral Account in immediately available dollars by not later than 4:00 P.M. (Minneapolis, Minnesota time) will on the Borrowing Date date requested promptly remit to Agent at Agent's office in Dallas, Texas the amount of such Lender's Tranche A Loan, Tranche B Loan, Tranche C Loan or Tranche D Loan, as applicable, in immediately available dollars, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loan have been neither met nor waived as provided herein, Agent shall promptly make such funds Loan available to the Company and any applicable Co-Borrower by depositing such funds in crediting the Good Funds Wire Clearing Funding Account or the Operating Accountwith a like amount of immediately available funds. Guaranty Federal shall, as requested by the Company. On the Borrowing Date of requested Swingline Loans, U.S. Bank may deposit into the Collateral Account in Immediately Available Funds by not later than 4:00 3:00 p.m. (MinneapolisDallas, Minnesota Texas time) on the requested Borrowing Date date on which it makes any Swing-Line Loan, deposit the amount of thereof into the requested Swingline LoansFunding Account. Each Borrowing Request shall be irrevocable and binding on Borrower. Unless Agent shall have received prompt notice from a Lender prior to 3:00 P.M. (Minneapolis, Minnesota time) on any Borrowing Date that such Lender will not make available to Agent such Lender's Loan, Agent may in its discretion assume that such Lender has made such Loan available to Agent in accordance with this section and Agent may if it chooses, in reliance upon such assumption assumption, make such Loan available to the Company and any applicable Co-Borrower. If and to the extent such Lender shall not so make its Loan available to Agent, such Lender shall, on demand, and Borrower severally agree to pay or repay to Agent within three days after demand the amount of such Loan together with interest thereon, for each day from the date such amount is made available to the Company and any applicable Co-Borrower until the date such amount is paid or repaid to Agent Agent, at (i) the Federal Funds Rate. If , if such Lender does not pay is making such amount promptly upon Agent's demand therefor, Agent shall notify payment and (ii) the Company and the Company and each interest rate applicable Co-Borrower shall immediately repay such amount to Agent together with accrued interest thereon at the applicable rate or rates provided in Section 2.04. time to the other Loans made on such date, if Borrower is making such repayment; Agent shall use its best efforts to demand any such amount from both such Lender and the CompanyBorrower, provided, that any failure by Agent to make any such demand on both such Lender and the Company Borrower shall not in any manner affect such Lender's, the Company's or any applicable Co-and Borrower's obligation to pay or repay such amount, with interest, as set forth herein. The failure of any Lender to make any Loan to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its Loan, but no Lender shall be responsible for the failure of any other Lender to make any Loan to be made by such other Lender. Each request for Loans or Swingline Loans shall be deemed to be a representation by the Company that (i) no Event of Default or Default has occurred or will exist upon the making of the requested Loans or Swingline Loans and (ii) the representations and warranties contained in Section 4 hereof and in Section 5 of the Security Agreement are true and correct with the same force and effect as if made on and as of the date of such request.

Notice and Manner of Obtaining Loans. The Company shall give Agent telephonic notice of each request for Loans not later than 1:00 p.m. (Minneapolis, Minnesota time) on the requested Borrowing Date and of each request for Swingline Loans not later than 3:00 p.m. (Minneapolis, Minnesota time) on the requested Borrowing Date. Each request for Loans or Swingline Loans shall specify the aggregate amount of Loans or Swingline Loans requested, whether each such Loan or Swingline Loan is being made to permit a Co-Borrower to originate or acquire one or more Mortgage Loans (and, if so, specifying the Co-Borrower), and whether such Loans to be made by each Lender are to be funded as Reference Prime Rate Advances, Eurodollar LIBOR Rate Advances or Balance Funded Rate Advances; provided, that any portion of a Loan not so designated shall be funded as a Eurodollar LIBOR Rate Advance. On the first Business Day after the Closing Date, the Company shall be deemed to have requested Loans in an amount equal to the outstanding principal balance of all Loans under the Prior Credit Agreement, and such Loans shall be used to refinance such Loans under the Prior Credit Agreement. Agent shall notify each Lender via facsimile and telephone by not later than 2:00 P.M. (Minneapolis, Minnesota time) on the date it receives such request of each request for Loans received from the Company, of such Lenders's ’ Percentage Share of the Loans requested and whether such Lender's ’s Loans are to funded as Reference Prime Rate Advances, Eurodollar LIBOR Rate Advances or Balance Funded Rate Advances. The Company shall, not later than the following Business Day, confirm any such request by delivering to Agent a Confirmation. Each request for Loans shall be irrevocable and binding on the Company and any applicable Co-Borrower. If all conditions precedent to such Loan have been met, each Lender shall deposit into the Collateral Funding and Settlement Account in immediately available dollars by not later than 4:00 P.M. (Minneapolis, Minnesota time) on the Borrowing Date the amount of such Lender's ’s Loan and upon receipt of such funds, Agent shall promptly make such funds available to the Company and any applicable Co-Borrower by depositing such funds in the Good Funds Wire Clearing Account or the Operating Account, as requested by the Company. On the Borrowing Date of requested Swingline Loans, U.S. Bank may deposit into the Collateral Funding and Settlement Account in Immediately Available Funds by not later than 4:00 p.m. (Minneapolis, Minnesota time) on the requested Borrowing Date the amount of the requested Swingline Loans. Unless Agent shall have received notice from a Lender prior to 3:00 P.M. (Minneapolis, Minnesota time) on any Borrowing Date that such Lender will not make available to Agent such Lender's ’s Loan, Agent may in its discretion assume that such Lender has made such Loan available to Agent in accordance with this section and Agent may if it chooses, in reliance upon such assumption make such Loan available to the Company and any applicable Co-Borrower. If and to the extent such Lender shall not so make its Loan available to Agent, such Lender shall, on demand, pay to Agent the amount of such Loan together with interest thereon, for each day from the date such amount is made available to the Company and any applicable Co-Borrower until the date such amount is paid or repaid to Agent at the Federal Funds Rate. If such Lender does not pay such amount promptly upon Agent's ’s demand therefor, Agent shall notify the Company and the Company and each applicable Co-Borrower shall immediately repay such amount to Agent together with accrued interest thereon at the applicable rate or rates provided in Section 2.04. Agent shall use its best efforts to demand any such amount from both such Lender and the Company, provided, that any failure by Agent to make any such demand on both such Lender and the Company shall not in any manner affect such Lender's’s, the Company's ’s or any applicable Co-Borrower's ’s obligation to pay or repay such amount, with interest, as set forth herein. The failure of any Lender to make any Loan to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its Loan, but no Lender shall be responsible for the failure of any other Lender to make any Loan to be made by such other Lender. Each request for Loans or Swingline Loans shall be deemed to be a representation by the Company that (i) no Event of Default or Default has occurred or will exist upon the making of the requested Loans or Swingline Loans and (ii) the representations and warranties contained in Section 4 hereof and in Section 5 of the Security Agreement are true and correct with the same force and effect as if made on and as of the date of such request.