Common use of Notice of Borrowing; Borrower's Certificate Clause in Contracts

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: GECC/CAF Depository, Account Number: 00-000-000, Reference: Finlay Fine Jewelry or such other account as the Agent may from time to time direct (the "Payment Account"). The portion of each Revolving Advance to be funded by each Lender shall be an amount equal to (x) the dollar amount of the Revolving Advance requested or deemed requested by the applicable Borrower under Section 2.1(a) or 2A.4 hereof, multiplied by (y) the percentage set forth opposite such Lender's name on Exhibit A hereto for the Revolving Credit Facility Commitment. (d) Except for Revolving Advances made pursuant to Section 2A.4 hereof (which Revolving Advances shall be applied to the reimbursement of drawings under the Letter of Credit for which such Revolving Advance was made in accordance with such Section 2A.4 hereof), proceeds of each Revolving Advance received by the Agent shall be made available to the applicable Borrower by the Agent at such Borrower's Disbursement Account upon satisfaction of all applicable conditions.

Notice of Borrowing; Borrower's Certificate. (a) Subject to Section 3.2(e) hereof, whenever a Whenever the Borrower desires to make a borrowing of a Revolving Advance (other than or an Equipment Advance the initial Revolving Advance), it Borrower shall give the Agent, at its address set forth referred to in Section 12.4 hereof, not later than 12:00 noon 11:00 a.m. (New York Chicago time), at least three (3) Business Days' prior Written Notice (or same day prior Written Notice or, in the case of a Revolving an Advance which shall be a Base Rate Advance, same Business Day) 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 an Advance. Each notice of borrowing under this Section 2.4(a) 2.4 shall be substantially in the form of Exhibit 2.4 hereto to the Fifth Amendment (each a "Borrower's CertificateBORROWER'S CERTIFICATE") and specify specify, INTER ALIA, the date on which the applicable Borrower desires to make a borrowing of a Revolving an Advance (which in each instance shall be a Business Day), the amount of such borrowing, whether such borrowing shall be a Base Rate Equipment Advance, Base Rate Revolving Advance, Eurodollar Revolving Advance or a Eurodollar Equipment Advance or a any combination thereof, and, in the case of the selection of a Eurodollar Advance, the proposed Interest Period therefor, and and, in respect to Revolving Advances, shall refer to the most recent Borrowing Base Certificate delivered by the Company to the Agent Borrower pursuant to Section 8.1(p8.1(h) hereof or at the request of the Agent and set forth the applicable Borrowing Base provided therein. Further, if a Borrower's Certificate shall request the Lenders to make an Equipment Advance, the Borrower's Certificate shall include copies of the invoices or other comparable documentation and supporting details reasonably requested by Agent as required by Section 2.3.1 hereof to evidence that the conditions for an Equipment Advance have been met and shall further include a certified copy of Borrower's casualty insurance policy, together with loss payable endorsements on a standard form loss payee endorsement naming Agent as loss payee and co-insured in respect to the Eligible Equipment, the purchase of which is to be financed, in part, with the proceeds of the requested Equipment Advance. 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 hereofAdvance, then the applicable Borrower shall be deemed to have selected a Base Rate Advance. Subject to the other provisions of this Agreement, Revolving Base Rate Advances and Eurodollar Advances of more than one type may be outstanding at the same time; providedPROVIDED, howeverHOWEVER, that (i) Eurodollar Advances shall be in an amount equal to $1,000,000 or any integral multiple of $200,000 in excess of $1,000,000, and (ii) Eurodollar Advances shall be available for election by the Borrower only for one, two or three month Interest Periods PROVIDED, that no more than six (6) Eurodollar Advances in the aggregate may be outstanding at any one time. The Agent shall give each Lender telephonic notice (confirmed promptly in writing) on the same day as Agent receives any such Borrower's Certificate of the proposed borrowing of an Advance, of such Lender's PRO RATA share thereof, and of the other matters covered by the Borrower's Certificate. (b) Neither The Borrower shall not 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 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) 033Each Lender shall make available to the Agent such Lender's PRO RATA portion of the Advance (subject to the conditions of this Agreement as to the making of such Advance by such Lender), Account Title: GECC/CAF Depositoryto be made on the date specified in the Borrower's Certificate, Account Number: 00-000-000no later than 2:00 (Chicago time) on such specified date, Reference: Finlay Fine Jewelry in U.S. dollars in immediately available funds, at the office of the Agent located at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 or such other account office as the Agent may from time to time direct (the "Payment AccountPAYMENT OFFICE")) for the account of such office of the Agent. The portion of each Revolving Advance to be funded by each Lender shall be an amount equal to (x) the dollar amount of the Revolving Advance requested or deemed requested by under the applicable Borrower under Section 2.1(a) or 2A.4 hereofBorrower's Certificate, multiplied by (y) the percentage set forth opposite such Lender's name on Exhibit A Schedule 1.1 hereto for with respect to such Lender's Revolving Commitment (in the case of Revolving Credit Facility CommitmentAdvances) or such Lender's Equipment Commitment (in the case of Equipment Advances). (d) Except for Revolving Advances made pursuant to Section 2A.4 4A.1(c) hereof (which Revolving Advances shall be applied to the reimbursement of drawings under the Letter of Credit for which such Revolving Advance was made in accordance with such Section 2A.4 4A.1(c) hereof), subject to satisfaction of all applicable conditions precedent, proceeds of each Revolving Advance received by the Agent shall be made available to the applicable Borrower by the Agent at its Payment Office (or such Borrower's Disbursement Account upon satisfaction other office of all applicable conditionsthe Agent in Illinois as the Borrower may from time to time specify in writing to the Agent)."

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 Borrower 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 Borrower shall be deemed to make a borrowing of a Revolving Advance pursuant to Section 2A.4 2A.2 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 not 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) 033Agent shall notify Lenders upon Agent's receipt of any Written Notice requesting a Revolving Advance. Each Lender shall make available to the Agent such Lender's pro rata portion of the Revolving Advance to be made on the date specified in the aforementioned notice (which for purposes of Revolving Advances made pursuant to Section 2A.2 hereof shall be deemed to be the Business Day after receipt of the written or telephonic notice by the Agent to each such Lender of such borrowing) not later than 2:00 p.m. (New York time) on such specified date in U.S. dollars in immediately available funds, at the account of the Agent located at Deutche Bank Trust Company Americas, New York, New York, CFN 2173, ABA Number: 000-000-000, Account Title: GECC/CAF Depository, Account Number: 00-000-000, Reference: Finlay Fine Jewelry or such other account as the Agent may from time to time direct (the "Payment Account"). The portion of each Revolving Advance to be funded by each Lender shall be an amount equal to (x) the dollar amount of the Revolving Advance requested or deemed requested by the applicable Borrower under Section 2.1(a) or 2A.4 2A.2 hereof, multiplied by (y) the percentage set forth opposite such Lender's name on Exhibit A hereto for the Revolving Credit Facility Commitment. (d) [Intentionally Deleted]. (e) Except for Revolving Advances made pursuant to Section 2A.4 2A.2 hereof (which Revolving Advances shall be applied to the reimbursement of drawings under the Letter of Credit for which such Revolving Advance was made in accordance with such Section 2A.4 2A.2 hereof), proceeds of each Revolving Advance received by the Agent shall be made available to the applicable Borrower by the Agent at such the Borrower's Disbursement Account upon satisfaction of all applicable conditions.

Notice of Borrowing; Borrower's Certificate. (a) Subject to Except as provided in Section 3.2(e7.1(c) hereof, whenever a Borrower desires to make a borrowing of a Revolving Advance (other than the initial Revolving Credit Advance), it shall give the Agent, at its address set forth designated in Section 12.4 16.4 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) 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 Credit Advance (i) not later than 12:00 noon (New York time) on the proposed borrowing date of each Revolving Credit Advance that is a Base Rate Advance, and (ii) not later than 11:00 a.m. (New York time) three (3) Business Days prior to the proposed borrowing date of each Revolving Credit Advance that is a Eurodollar Advance. Each notice of borrowing under this Section 2.4(a) 2.4 shall be substantially in the form of Exhibit 2.4 hereto (each, together with each Written Notice delivered under Section 7.1(a) hereto, a "Borrower's Certificate") ), shall be dated the date of such notice (which notice shall be deemed repeated on the date of such borrowing), and specify the date on which the applicable Borrower desires to make a borrowing of a Revolving Credit 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 Borrower to the Agent and each Lender pursuant to Section 8.1(p12.1(j) hereof or at the request of the Agent hereof, 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: GECC/CAF Depository, Account Number: 00-000-000, Reference: Finlay Fine Jewelry or such other account as the Agent may from time to time direct (the "Payment Account"). The portion of each Revolving Advance to be funded by each Lender shall be an amount equal to (x) the dollar amount of the Revolving Advance requested or deemed requested by the applicable Borrower under Section 2.1(a) or 2A.4 hereof, multiplied by (y) the percentage set forth opposite such Lender's name on Exhibit A hereto for the Revolving Credit Facility Commitment. (d) Except for Revolving Advances made pursuant to Section 2A.4 hereof (which Revolving Advances shall be applied to the reimbursement of drawings under the Letter of Credit for which such Revolving Advance was made in accordance with such Section 2A.4 hereof), proceeds of each Revolving Advance received by the Agent shall be made available to the applicable Borrower by the Agent at such Borrower's Disbursement Account upon satisfaction of all applicable conditions.If

Notice of Borrowing; Borrower's Certificate. (a) Subject to Section 3.2(e) hereof, whenever a Whenever Borrower desires to make a borrowing of a Revolving Advance (other than the initial Revolving an Acquisition Term Loan Advance), it shall give the Agent, at its address set forth designated in Section 12.4 16.4 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) 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 an Acquisition Term Loan Advance not later than fifteen (15) Business Days prior to the proposed borrowing date of each Acquisition Term Loan Advance. Each notice of borrowing under this Section 2.4(a) 4.4 shall be substantially in the form of Exhibit 2.4 4.4 hereto (each, together with each Written Notice delivered under Section 7.1(a) hereto, a "Borrower's Certificate") ), shall be dated the date of such notice (which notice shall be deemed repeated on the date of such borrowing), and specify the date on which the applicable Borrower desires to make a borrowing of a Revolving an Acquisition Term Loan 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 of a Eurodollar Advance or (y) the Company shall be deemed to make a borrowing of a Revolving Advance pursuant to Section 2A.4 hereofAdvance, then the applicable Borrower shall be deemed to have selected a Base Rate Advance. Subject to the other provisions of this Agreement, Revolving Base Rate Advances and Eurodollar Advances of more than one type may be outstanding at the same time; provided, however, that no more than six (6) Eurodollar Advances shall be available for election by Borrower only for (1) advances of $1,000,000 or any integral multiple of $100,000 in the aggregate may be outstanding at any one timeexcess of $1,000,000, and (2) one, two, three and six month interest periods. (b) Neither Borrower shall not be permitted to select a borrowing of a Eurodollar Advance in any Borrower's Certificate (xi) to the extent such selection would be prohibited by Section 2.10 5.6 or Section 2.11 hereof 5.7 hereof, or (yii) 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: GECC/CAF Depository, Account Number: 00-000-000, Reference: Finlay Fine Jewelry or such other account as the Agent may from time Subject to time direct (the "Payment Account"). The portion satisfaction of each Revolving Advance to be funded by each Lender shall be an amount equal to (x) the dollar amount of the Revolving Advance requested or deemed requested by the applicable Borrower under Section 2.1(a) or 2A.4 hereof, multiplied by (y) the percentage set forth opposite such Lender's name on Exhibit A hereto for the Revolving Credit Facility Commitment. (d) Except for Revolving Advances made pursuant to Section 2A.4 hereof (which Revolving Advances shall be applied to the reimbursement of drawings under the Letter of Credit for which such Revolving Advance was made in accordance with such Section 2A.4 hereof)closing conditions, proceeds of each Revolving an Acquisition Term Loan Advance received by the Agent shall be made available to the applicable Borrower by the Agent at its Payment Office (or such other office of the Agent in New York State as Agent may from time to time specify in writing to the Borrower's Disbursement Account upon satisfaction of all applicable conditions).