Notice of Borrowing; Borrower's Certificate Sample Clauses

Notice of Borrowing; Borrower's Certificate. (a) Subject to Section 3.2(e) hereof, whenever a Borrower desires to make a borrowing of a Revolving Advance (other than the initial Revolving Advance), it shall give the Agent, at its address set forth in Section 12.4 hereof, not later than 12:00 noon (New York time), at least three (3) Business Days' prior Written Notice (or same day prior Written Notice in the case of a Revolving Advance which shall be a Base Rate Advance) from an Authorized Representative (which notice shall be irrevocable) of its desire to make a borrowing of a Revolving Advance. Each notice of borrowing under this Section 2.4(a) shall be substantially in the form of Exhibit 2.4 hereto (each a "Borrower's Certificate") and specify the date on which the applicable Borrower desires to make a borrowing of a Revolving Advance (which in each instance shall be a Business Day), the amount of such borrowing, whether such borrowing shall be a Base Rate Advance or a Eurodollar Advance or a combination thereof, and, in the case of the selection of a Eurodollar Advance, the proposed Interest Period therefor, and shall refer to the most recent Borrowing Base Certificate delivered by the Company to the Agent pursuant to Section 8.1(p) hereof or at the request of the Agent and set forth the applicable Borrowing Base provided therein. If such notice shall be with respect to a borrowing of a Eurodollar Advance but fails to state an applicable Interest Period therefor, then such notice shall be deemed to be a request for a one-month Interest Period. If (x) the applicable Borrower shall fail to state in any such notice whether such Revolving Advance shall be a Base Rate Advance or a Eurodollar Advance or (y) the Company shall be deemed to make a borrowing of a Revolving Advance pursuant to Section 2A.4 hereof, then the applicable Borrower shall be deemed to have selected a Base Rate Advance. Subject to the other provisions of this Agreement, Revolving Advances of more than one type may be outstanding at the same time; provided, however, that no more than six (6) Eurodollar Advances in the aggregate may be outstanding at any one time. (b) Neither Borrower shall be permitted to select a borrowing of a Eurodollar Advance in any Borrower's Certificate (x) to the extent such selection would be prohibited by Section 2.10 or Section 2.11 hereof or (y) if a Default or an Event of Default shall be in existence as of the date of selection or commencement of the applicable Interest Period. (c) 033, Account Title: ...
Sample 1Sample 2See All (6)
AutoNDA by SimpleDocs
Notice of Borrowing; Borrower's Certificate. Whenever the Borrowers desire a Revolving Advance be made, the Borrower Representative shall give the Lender, not later than 11:00 a.m. (New York time) on the Business Day of the proposed Funding Date of such Revolving Advance, Written Notice or telephonic notice from an Authorized Representative confirmed promptly by a Written Notice (which notice, in each case, shall be irrevocable) of the desire to make a borrowing of a Revolving Advance. Each notice of borrowing under this Section 1.03 shall (i) be signed by an Authorized Representative of the Borrower Representative, and (ii) be substantially in the form of Exhibit VII-B hereto (each, a “Borrower’s Certificate”) and specify the date on which the Borrowers desire to make a borrowing of a Revolving Advance (which in each instance shall be a Funding Date), the amount of the proposed Revolving Advance and shall have attached to it the most recent Borrowing Base Certificate.
Sample 1Sample 2
Notice of Borrowing; Borrower's Certificate. Whenever the Borrower desires a Revolving Advance to be made, the Borrower shall give the Lender two Business Days' prior Written Notice not later than 11:00 a.m. (New York time), or telephonic notice from an Authorized Representative confirmed promptly by a Written Notice, (which, in each case, shall be irrevocable) of its desire for a Revolving Advance. Each notice of borrowing under this Section 1.03 shall be substantially in the form of Exhibit VII-B hereto (each a "Borrower's Certificate") and specify the date on which the Borrower desires to make a borrowing of a Revolving Advance (which in each instance shall be a Funding Date) and the amount of such borrowing. The Borrower shall attach the most recent Borrowing Base Certificate to the Borrower's Certificate.
Sample 1Sample 2
Notice of Borrowing; Borrower's Certificate. Whenever the Borrowers desire a Revolving Advance or Acquisition Advance be made, the Borrower Representative shall, not later than 2:00 p.m. (New York time) one Business Day prior to the proposed Funding Date of the Revolving Advance or Acquisition Advance, give the Agent, the Revolving Lender or Acquisition Lender, or both, as the case may be, and the Program Manager Written Notice or telephonic notice from an Authorized Officer confirmed promptly by a Written Notice (which notice, in each case, shall be irrevocable) of the desire to make a borrowing of a Revolving Advance or Acquisition Advance. Each notice of borrowing under this Section 1.03 shall (i) be signed by each Borrower, and (ii) be substantially in the form of Exhibit VII-B hereto (each, a “Borrowers’ Certificate”) and specify the date on which the Borrowers desire to make a borrowing of a Revolving Advance or Acquisition Advance (which in each instance shall be a Funding Date), and the requested amount of the proposed Revolving Advance or Acquisition Advance. In addition, on the Business Day immediately prior to the proposed Funding Date, not later than 2:00 p.m. (New York time), the Borrower Representative shall deliver to the Agent a Borrowing Base Certificate or Acquisition Advance Limit Certificate, as the case may be, dated as of such date.
Sample 1
Notice of Borrowing; Borrower's Certificate. Whenever the Borrower desires a Revolving Advance be made, the Borrower shall give the Lender, not later than 2:00 p.m. (New York time) one Business Day prior to the proposed Funding Date of the Revolving Advance, written notice, or telephonic notice from an Authorized Representative confirmed promptly by a Written Notice (which notice, in each case, shall be irrevocable) of its desire to make a borrowing of a Revolving Advance. Each notice of borrowing under this Section 1.03 shall (i) be signed by the Borrower, and (ii) be substantially in the form of Exhibit VII-B hereto (each, a "Borrower's Certificate") and specify the proposed Funding Date (which in each instance shall be a Business Day) and the Revolving Advance being requested. In addition, on the Business Day immediately prior to the proposed Funding Date, not later than 2:00 p.m. (New York time), the Borrower shall deliver to the Lender a Borrowing Base Certificate dated as of such date.
Sample 1
Notice of Borrowing; Borrower's Certificate. Whenever the Borrowers desire to make a borrowing of a Revolving Advance on a Funding Date, the Authorized Representative of the Borrowers shall give the Lender not later than 11:00 a.m. (New York time), at least one Business Day's prior Written Notice or telephonic notice from an Authorized Representative of the Borrowers confirmed promptly in writing (which notice shall be irrevocable) of its desire to make a borrowing of a Revolving Advance. Each notice of borrowing under this Section 1.03 shall be substantially in the form of Exhibit XII hereto (each a "Borrowers' Certificate") and specify the date on which the Borrowers desire to make a borrowing of a Revolving Advance (which in each instance shall be a Funding Date) and the amount of such borrowing. The Authorized Representative of the Borrowers shall attach to the Borrowers' Certificate the Borrowing Base Certificate delivered by the Authorized Representative of the Borrowers to the Lender on the immediately prior Thursday (or, if such Thursday was not a Business Day, the next following date), which figures shall have been confirmed (and, if necessary, adjusted) by the Program Manager in consultation with the Borrowers. The Lender shall take all reasonable efforts to cause the Program Manager to examine and confirm information provided in each Borrowing Base Certificate within two Business Days of receipt thereof.
Sample 1
Notice of Borrowing; Borrower's Certificate. Section 2.4 of the Credit Agreement is hereby deleted and the following is inserted in its stead:
Sample 1
AutoNDA by SimpleDocs
Notice of Borrowing; Borrower's Certificate. (a) Except as provided in (S)2.4 and (S)3.2 hereof, whenever a Borrower desires to make a borrowing of a Revolving Loan, the Authorized Representative of such Borrower shall give the Agent and the applicable Fronting Bank, at its address set forth in (S)12.4 hereof, not later than 12:00 noon (Local Time), at least three (or, in the case of a Revolving Loan which shall be a Base Rate Advance, one) Business Days' prior Written Notice or telephonic notice from an Authorized Representative confirmed promptly in writing (which notice shall be irrevocable) of its desire to make a borrowing of a Revolving Loan. Each notice of borrowing under this (S)2.5 shall be substantially in the form of Exhibit 2.5 (a) hereto (each a "Borrowers' Certificate") and specify the date on which the Borrower desires to make a borrowing of a Revolving Loan (which in each instance shall be a Business Day), the amount of such borrowing (stated in either US Dollars, or subject to (S)2.6 hereof, in an Optional Currency), whether such borrowing shall be a Base Rate Advance, a LIBOR Advance, a Multicurrency Advance or a combinatio n thereof, and in the case of the selection of a LIBOR Advance, the proposed Interest Period therefor, provided -------- that any Borrowers' Certificate requesting a Multicurrency Advance must comply ---- with the requirements of this (S)2.5 and the requirements of an OC Notice pursuant to (S)2.
Sample 1
Notice of Borrowing; Borrower's Certificate. Except as provided in Section 3.2 hereof, whenever the Borrower desires to make a borrowing of a Revolving Loan, the US Borrower shall give the US Administrative Agent, at its address set forth in Section 12.4 hereof, not later than 12:00 noon (Chicago time), and the CAN Borrower shall give the CAN Administrative Agent, at its address set forth in Section 12.4 hereof, not later than 10:00 a.m. (Toronto time), at least three (or, in the case of a Revolving Loan which shall be a Base Rate Advance, one) Business Days' prior Written Notice or telephonic notice from an Authorized Representative confirmed promptly in writing (which notice shall be irrevocable) of its desire to make a borrowing of a Revolving Loan. Each notice of borrowing under this Section 2.14 shall be substantially in the form of Exhibit 2.14(a) hereto (each a "BORROWER'S CERTIFICATE") and specify the date on which the Borrower desires to make a borrowing of a Loan (which in each instance shall be a Business Day), the amount of
Sample 1

Related to Notice of Borrowing; Borrower's Certificate

  • Notice of Borrowing (a) Whenever a Borrower desires to borrow Revolving Loans hereunder (excluding Mandatory Borrowings), the Parent and such Borrower shall give the Administrative Agent at its office set forth in Section 11.2 prior written notice (or telephonic notice promptly confirmed in writing) (i) no later than 10:30 A.M. on the date of each ABR Advance and (ii) no later than 11:00 A.M. at least three Business Days prior to the date of each Core Currency Advance, in each case to be made hereunder, provided that any such notice shall be deemed to have been given on a certain day only if given before 10:30 A.M. on such day in the case of clause (i) above and 11:00 A.M. on such day in the case of clause (ii) above. Each such written notice or written confirmation of telephonic notice (each a “Notice of Borrowing”) shall be irrevocable and shall be given by the Parent and the applicable Borrower in the form of Exhibit C, appropriately completed to specify (A) the name of such applicable Borrower, (B) the date of such borrowing (which shall be a Business Day), (C) the applicable Currency for such Revolving Loans, (D) the aggregate principal amount of the Revolving Loans to be made (stated in the applicable Currency), (E) in the case of Revolving Loans in Dollars, whether the Revolving Loans being made are to be initially maintained as ABR Advances or Core Currency Advances and (F) in the case of Core Currency Advances, the initial Interest Period applicable thereto. The Administrative Agent shall promptly give each Lender notice of such proposed borrowing, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (i) Whenever a Borrower desires to borrow Swing Line Loans hereunder, the Parent and such Borrower shall give the Swing Line Lender a Notice of Borrowing (or telephonic notice promptly confirmed by delivery of a Notice of Borrowing) at its office set forth in Section 11.2 no later than (x) 1:00 P.M. on the requested Borrowing Date in respect of a Swing Line Loan in Dollars, (y) 10:30 A.M. at least one Business Day prior to the requested Borrowing Date in respect of an Alternate Core Currency Swing Line Loan in Pounds Sterling and (z) 10:30 A.M. at least two Business Days prior to the requested Borrowing Date in respect of any other Alternate Core Currency Swing Line Loan, provided, that any such notice shall be deemed to have been given on a certain day only if given before 1:00 P.M. on such day in the case of clause (x) above or 10:30 A.M. on such day in the case of clause (y) or (z) above. Each such notice shall be irrevocable and specify in each case (A) the name of such Borrower, (B) the date of such borrowing (which shall be a Business Day) (C) the applicable Currency for such Swing Line Loans, (D) the aggregate principal amount of such Swing Line Loans (stated in the applicable Currency) and (E) the requested amount and the requested Interest Period and maturity date with respect to each Swing Line Negotiated Rate Advance and Swing Line Loan made as an ABR Advance. Upon receipt from the Parent and the applicable Borrower of a Notice of Borrowing which requests one or more Swing Line Negotiated Rate Advances, the Swing Line Lender shall, following discussion with the Parent regarding the proposed Swing Line Negotiated Rate for such Swing Line Negotiated Rate Advance, confirm in writing to the Parent the applicable Swing Line Negotiated Rate by (x) 4:00 P.M. on the requested Borrowing Date in the case of a Swing Line Negotiated Rate Advance in Dollars, (y) 12:00 Noon one Business Day prior to the requested Borrowing Date in the case of a Swing Line Negotiated Rate Advance in Pounds Sterling and (z) 12:00 Noon two Business Days prior to the requested Borrowing Date in the case of a Swing Line Negotiated Rate Advance in a Core Currency (other than Dollars and Pounds Sterling). (ii) Mandatory Borrowings shall be made upon the notice specified in Section 2.1(c), with each applicable Borrower irrevocably agreeing, by its borrowing of any Swing Line Loan, to the making of the Mandatory Borrowings as set forth in Section 2.1(c). (c) Whenever a Borrower desires to borrow Individual Currency Loans hereunder, the Parent and such Borrower shall give the Administrative Agent at its office set forth in Section 11.2 a Notice of Borrowing (or telephonic notice promptly confirmed by delivery of a Notice of Borrowing) no later than 11:00 A.M. at least three Business Days’ prior to the requested Borrowing Date in respect of such Individual Currency Loans, provided that any such notice shall be deemed to have been given on a certain day only if given before 11:00 A.M. on such day. Such Notice of Borrowing shall become effective upon receipt by such Lender of such written confirmation from the Administrative Agent. Each such Notice of Borrowing shall be irrevocable and shall specify (A) the name of the applicable Borrower, (B) the date of such borrowing (which shall be a Business Day), (C) the applicable Currency for such Individual Currency Loans, (D) the aggregate principal amount of such Individual Currency Loans (stated in the applicable Currency), and (E) the Interest Period to be applicable thereto. The Administrative Agent shall promptly give each applicable Lender notice of such proposed borrowing at its Applicable Lending Office, of such Lender’s proportionate share thereof and of the other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing. (d) Without in any way limiting the obligation of any Borrower to confirm in writing any telephonic notice of any incurrence of Loans, the Administrative Agent or the Swing Line Lender (in the case of any borrowing of Swing Line Loans), as the case may be, may act without liability upon the basis of telephonic notice of such borrowing, believed by the Administrative Agent or the Swing Line Lender, as the case may be, in good faith to be from such Borrower prior to receipt of written confirmation.

  • Borrower’s Certificate A certificate signed by Borrower to the effect that the Repairs have been fully paid for and no claim exists against Borrower or against the Mortgaged Property out of which a lien based on furnishing labor or material exists or might ripen. Borrower may except from the certificate described in the preceding sentence any claim(s) that Borrower intends to contest, provided that any such claim is described in Borrower’s certificate. If required by Lender, Borrower also must certify to Lender that the Repairs are in compliance with all applicable building codes and zoning ordinances.

  • Notice of Borrowings In order to request a Borrowing, a Borrower shall give written or telecopy notice (or telephone notice promptly confirmed in writing or by telecopy) (a) in the case of an ABR Borrowing, to the Administrative Agent not later than 12:00 noon, New York City time, on the Business Day of such proposed Borrowing, (b) in the case of a Eurodollar Borrowing, to the Administrative Agent not later than 10:00 a.m., New York City time, three Business Days before such proposed Borrowing. Such notice shall be irrevocable and shall in each case refer to this Agreement, identify the applicable Borrower and specify (i) whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day) and the amount thereof; and (iii) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto. If no election as to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower giving the notice of Borrowing shall be deemed to have selected an Interest Period of one month's duration. If a Borrower shall not have given notice in accordance with this Section 2.03 of its election to refinance a Borrowing prior to the end of the Interest Period in effect for such Borrowing, then the Borrower shall (unless such Borrowing is repaid at the end of such Interest Period) be deemed to have given notice of an election to refinance such Borrowing with an ABR Borrowing. The Administrative Agent shall promptly advise the Lenders of any notice given pursuant to this Section 2.03 and of each Lender's portion of the requested Borrowing.

  • Notice of Borrowing and Disbursement The Swingline Lender will make Swingline Loans available to the Borrower on any Business Day upon request made by the Borrower not later than 2:00 P.M. (Charlotte, North Carolina time) on such Business Day. A notice of request for Swingline Loan borrowing shall be made in the form of Schedule 2.1(b)(i) with appropriate modifications. Swingline Loan borrowings hereunder shall be made in minimum amounts of $100,000 and in integral amounts of $100,000 in excess thereof.

  • Borrowing Notice The Borrower shall deliver to the Agent and the Swing Line Lender irrevocable notice (a "Swing Line Borrowing Notice") not later than noon (Chicago time) on the Borrowing Date of each Swing Line Loan, specifying (i) the applicable Borrowing Date (which date shall be a Business Day), and (ii) the aggregate amount of the requested Swing Line Loan which shall be an amount not less than $100,000. The Swing Line Loans shall bear interest at the Floating Rate.

  • Borrowing Certificate The Administrative Agent shall have received, with a counterpart for each Lender, a certificate of the Borrower, dated the Closing Date, substantially in the form of Exhibit D, with appropriate insertions and attachments, reasonably satisfactory in form and substance to the Administrative Agent, executed by the President or any Vice President and the Secretary or any Assistant Secretary of the Borrower.

  • Borrowing Request The Administrative Agent shall have received a Borrowing Request in accordance with Section 2.03.

  • Notice of Committed Borrowing The Borrower shall give the Agent notice (a "Notice of Committed Borrowing") not later than 10:30 A.M. (New York City time) on (x) the date of each Domestic Borrowing, and (y) the third Euro-Dollar Business Day before each Euro-Dollar Borrowing, specifying: (i) the date of such Borrowing, which shall be a Domestic Business Day in the case of a Domestic Borrowing or a Euro-Dollar Business Day in the case of a Euro-Dollar Borrowing, (ii) the aggregate amount of such Borrowing, (iii) whether the Loans comprising such Borrowing bear interest initially at the Base Rate or at a Euro-Dollar Rate, and (iv) 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.

  • Content of Borrowing Requests Each telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: (i) whether such Borrowing is to be made under the Dollar Commitments or the Multicurrency Commitments; (ii) the aggregate amount and Currency of the requested Borrowing; (iii) the date of such Borrowing, which shall be a Business Day; (iv) in the case of a Syndicated Borrowing denominated in Dollars, whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; (v) in the case of a Eurocurrency Borrowing, the Interest Period therefor, which shall be a period contemplated by the definition of the term “Interest Period” and permitted under Section 2.02(d); and (vi) the location and number of the Borrower’s account to which funds are to be disbursed.

  • Borrowing Requests (i) The Borrower may request a Borrowing hereunder by submitting to the Administrative Agent (with a copy to each of the Paying Agent, the Servicer, the Backup Servicer and the Custodian) a written notice, substantially in the form of Exhibit B (each, a “Borrowing Request”) not later than 10:00 a.m. (New York City time) on the second (2nd) Business Day prior to the date of the proposed Borrowing (each, a “Borrowing Date”); provided, that there shall not be more than one (1) Borrowing Date during any calendar week (except as set forth in Section 2.02(e) following delivery of a Funding Delay Notice). Promptly after its receipt thereof, the Administrative Agent shall submit a copy of each Borrowing Request to each Managing Agent who shall promptly forward a copy thereof to the Lenders in its Lender Group. (ii) Each Borrowing Request shall: (A) specify (1) the amount of the requested Borrowing which amount shall be allocated among the Lender Groups based on the respective Conduit Lending Limits of the Conduit Lenders (or Commitments, if there are no Conduit Lenders in a Lender Group) in each Lender Group, (2) the Aggregate Loan Principal Balance after giving effect to such Borrowing, (3) the desired Borrowing Date, and (4) the account of the Borrower to which the proceeds of such Borrowing are to be remitted, (B) certify that, after giving effect to the proposed Borrowing, no Borrowing Base Deficiency would exist and (C) if any Eligible Timeshare Loans are being added to the Collateral in connection with such Borrowing, be accompanied by a duly completed Schedule I to such Borrowing Request which sets forth the required information regarding such Eligible Timeshare Loans.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!