Procedure for Borrowing. (a) Each Borrowing shall be made upon a Borrower's irrevocable written notice or telephonic notice confirmed in writing within 24 hours delivered to the Agent in the form of a loan request ("Loan Request") substantially in the form of Exhibit 2.3 hereto (which notice must be received on a Business Day by the Agent prior to 9:00 a.m. (San Francisco time)) (i) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans, and (ii) on the Borrowing Date for which a Loan is requested, in the case of Federal Funds Rate Loans, specifying: (A) the amount of the Borrowing, which shall be in an aggregate minimum amount of $1,000,000 or any multiple of $1,000,000 in excess thereof; (B) the requested Borrowing Date, which shall be a Business Day; (C) the Type of Loans comprising the Borrowing; and (D) the duration of the Interest Period applicable to such Loans included in such notice. If the Loan Request fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be two weeks. In the event that more than one Loan Request is delivered on any Business Day, the Agent shall, for purposes of ensuring that the aggregate of the then-outstanding Loans and the Loans which are the subject of the Loan Requests will not exceed the Commitment Amount, process the Loan Requests in the order of receipt. (b) The Agent will promptly notify each Bank of its receipt of any Loan Request and of the amount of such Bank's Pro Rata Share of that Borrowing. (c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Borrower at the Agent's Payment Office by 11:00 a.m. (San Francisco time) on the Borrowing Date requested by a Borrower in funds immediately available to the Agent for deposit to the account which the Agent shall from time to time specify by notice to the Banks. The proceeds of all such Loans will then be made available promptly to the relevant Borrower by the Agent in accordance with written instructions provided to the Agent by the Borrower in like funds as received by the Agent. No Bank's obligation to make any Loan shall be affected by any other Bank's failure to make any Loan. (d) After giving effect to any Borrowing, there may not be more than three (3) different Interest Periods in effect with respect to each Borrower.
Appears in 6 contracts
Samples: Credit Agreement (Van Kampen Prime Rate Income Trust), Credit Agreement (Van Kampen Prime Rate Income Trust), Credit Agreement (Van Kampen Prime Rate Income Trust)
Procedure for Borrowing. (a) Each Borrowing shall be made upon a Borrower's the irrevocable written notice (including notice via facsimile transmission or telephonic notice telephone call confirmed in writing within 24 hours delivered to the Agent immediately by telephone call or facsimile transmission, respectively) of Company in the form of a loan request ("Loan Request") substantially in the form Notice of Exhibit 2.3 hereto (Borrowing, which notice must be received on a Business Day by the Administrative Agent prior to not later than 9:00 a.m. (San Francisco Francisco, California time)) :
(i) three Business Days prior to the requested Borrowing Date for Offshore Rate Loans; and
(ii) on the requested Borrowing Date, in the case of Offshore Rate Loans, and (ii) on the Borrowing Date for which a Loan is requested, in the case of Federal Funds Base Rate Loans, specifying:
(A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $1,000,000 10,000,000 or any integral multiple of $1,000,000 5,000,000 in excess thereof;
(B) the requested Borrowing Date, which shall be a Business Day;
(C) whether the Type Borrowing is to be comprised of Offshore Rate Loans comprising the Borrowingor Base Rate Loans; and
(D) the duration of the Interest Period applicable to such the Loans included in such noticenotice which are Offshore Rate Loans. If the Loan Request fails Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be two weeks. In the event that more than one Loan Request is delivered on any Business Day, the Agent shall, for purposes of ensuring that the aggregate of the then-outstanding Loans and the Loans which are the subject of the Loan Requests will not exceed the Commitment Amount, process the Loan Requests in the order of receiptmonth.
(b) The Upon receipt of the Notice of Borrowing (or notice by telephone or facsimile transmission followed by prompt confirmation by facsimile transmission or telephone, respectively) Administrative Agent will promptly notify each Bank of its receipt of any Loan Request thereof and of the amount of such Bank's Pro Rata Share Commitment Percentage of that the Borrowing.
(ci) Each Bank will make the amount of its Pro Rata Share Commitment Percentage of each the Borrowing available to the Agent Administrative Agent, in immediately available funds for the account of the Borrower Company at the Administrative Agent's Payment Office by 11:00 10:00 a.m. (San Francisco time) Francisco, California time on the Borrowing Date requested by a Borrower in funds immediately available to the Agent for deposit to the account which the Agent shall from time to time specify by notice to the Banks. Company.
(ii) The proceeds of all such Loans will then be made available promptly to Company by Administrative Agent at Administrative Agent's Payment Office by crediting Company's concentration account #12335-02255 on the relevant Borrower books of Bank of America (or such other account with Bank of America as Company may hereafter designate in a written notice to Administrative Agent) with the aggregate of the amounts made available to Administrative Agent by Banks not later than 11:00 a.m. San Francisco, California time on such Borrowing Date; or will then be remitted by Administrative Agent to such other financial institution or institutions for the Agent account or accounts of such designees as Company shall designate from time to time in accordance with written instructions provided from Company delivered to Administrative Agent. To the extent that Loans made by Banks mature on any Borrowing Date, each Bank shall apply the proceeds of any Loans made on such Borrowing Date, to the Agent by extent thereof, to the Borrower in like funds as received by the Agent. No Bank's obligation repayment of such maturing Loans, such Loans and repayments intended to make any Loan shall be affected by any other Bank's failure to make any Loana contemporaneous exchange.
(d) After giving effect to any Borrowing, there may not be more than three (3) different Interest Periods in effect with respect to each Borrower.
Appears in 2 contracts
Samples: Credit Agreement (Levi Strauss & Co), Bridge Credit Agreement (Levi Strauss & Co)
Procedure for Borrowing. (a) Each Borrowing of Revolving Loans shall be made upon a the Borrower's irrevocable written notice or telephonic notice confirmed in writing within 24 hours delivered to the Agent in the form of a loan request ("Loan Request") substantially in the form Notice of Exhibit 2.3 hereto Borrowing (which notice must be received on a Business Day by the Agent prior to 9:00 a.m. (San Francisco time))
(i) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans, ; and (ii) on the Business Day which is the requested Borrowing Date for which a Loan is requestedDate, in the case of Federal Funds Base Rate Loans, specifying:
(A) the amount of the Borrowing, which shall be in an aggregate minimum amount of $1,000,000 10,000,000 or any integral multiple of $1,000,000 in excess thereof;
(B) the requested Borrowing Date, which shall be a Business Day;
(C) the Type of Loans comprising the Borrowing; and
(D) the duration of the Interest Period applicable to such Loans included in such notice. If the Loan Request Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be two weeksone month. In provided, however, that with respect to the event that more than one Loan Request is delivered Borrowing to be made on any Business Daythe Closing Date, the Notice of Borrowing shall be delivered to the Agent shall, for purposes not later than 9:00 a.m. (San Francisco time) one Business Day before the Closing Date and such Borrowing will consist of ensuring that the aggregate of the then-outstanding Base Rate Loans and the Loans which are the subject of the Loan Requests will not exceed the Commitment Amount, process the Loan Requests in the order of receiptonly.
(b) The Agent will promptly notify each Bank of its receipt of any Loan Request Notice of Borrowing and of the amount of such Bank's Pro Rata Share of that Borrowing.
(c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Borrower at the Agent's Payment Office by 11:00 a.m. (San Francisco time) on the Borrowing Date requested by a the Borrower in funds immediately available to the Agent for deposit to the account which the Agent shall from time to time specify by notice to the BanksAgent. The proceeds of all such Loans will then be made available promptly to the relevant Borrower by the Agent in accordance by (i) wire transfer of immediately available funds to the Borrower at, Harrxx Xxxst, ABA No. 071 000 288, Account No. 4191000, xxr credit to Storage Technology Corporation or such other account as the Borrower shall specify to the Agent or (ii) at the option of the Borrower, by crediting the account of the Borrower on the books of BofA with written instructions provided the aggregate of the amounts made available to the Agent by the Borrower Banks and, in each case, in like funds as received by the Agent. No Bank's obligation to make any Loan shall be affected by any other Bank's failure to make any Loan.
(d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than three (3) ten different Interest Periods in effect with respect effect.
(e) Any Notice of Borrowing received after the time noted in subsection 2.3(a) but prior to each Borrower5:00 p.m. (San Francisco time) on any Business Day, shall be deemed to have been received prior to 9:00 a.m. (San Francisco time) on the next Business Day.
Appears in 2 contracts
Samples: Credit Agreement (Storage Technology Corp), Credit Agreement (Storage Technology Corp)
Procedure for Borrowing. (a) Each Borrowing of Revolving Loans ----------------------- shall be made upon a Borrowerthe Borrowers' Designee's irrevocable written notice or telephonic notice confirmed in writing within 24 hours delivered to the Agent in the form of a loan request ("Loan Request") substantially in the form Notice of Exhibit 2.3 hereto Borrowing (which notice must be received on a Business Day by the Agent (i) prior to 9:00 a.m. (San Francisco time)) four Business Days prior to the requested Borrowing Date, in the case of Offshore Currency Loans; (iii) prior to 9:00 a.m. (San Francisco time) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans, Loans denominated in Dollars; and (iiiii) prior to 8:00 a.m. (San Francisco time) on the requested Borrowing Date for which a Loan is requestedDate, in the case of Federal Funds Base Rate Loans, specifying:
(A) the identity of the applicable Borrower;
(B) the amount of the Borrowing, which shall be in an aggregate minimum amount of $1,000,000 or any multiple of $1,000,000 in excess thereofa Minimum Amount;
(BC) the requested Borrowing Date, which shall be a Business Day;
(CD) the Type of Loans comprising the Borrowing;
(E) in the case of a Borrowing comprised of Offshore Currency Loans, the Applicable Currency; and
(DF) if applicable, the duration of the Interest Period applicable to such Loans included in such notice, subject to the provisions of the definition of "Interest Period" herein. If the Loan Request Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be two weeksone month. In the event that more than one Loan Request is delivered on Upon receipt of any Business DayNotice of Borrowing of Revolving Loans, the Agent shall, for purposes of ensuring that the aggregate of the then-outstanding Loans and the Loans which are the subject of the Loan Requests will not exceed the Commitment Amount, process the Loan Requests in the order of receipt.
(b) The Agent will promptly notify each Bank of its receipt of any Loan Request thereof and of the amount of such Bank's Pro Rata Share of that Borrowing.
the Borrowing (c) Each Bank will make expressed in the amount of its Pro Rata Share of each Borrowing available to the Agent for the account Applicable Currency of the Borrower at the Agent's Payment Office by 11:00 a.m. (San Francisco time) on the Borrowing Date requested by a Borrower in funds immediately available to the Agent for deposit to the account which the Agent shall from time to time specify by notice to the Banks. The proceeds of all such Loans will then be made available promptly to the relevant Borrower by the Agent in accordance with written instructions provided to the Agent by the Borrower in like funds as received by the Agent. No Bank's obligation to make any Loan shall be affected by any other Bank's failure to make any LoanBorrowing).
(d) After giving effect to any Borrowing, there may not be more than three (3) different Interest Periods in effect with respect to each Borrower.
Appears in 2 contracts
Samples: Revolving Multicurrency Credit Agreement (Johns Manville Corp /New/), Revolving Multicurrency Credit Agreement (Johns Manville International Group Inc)
Procedure for Borrowing. (a) Each Borrowing of Revolving Loans and Term Loans shall be made upon a Borrower's Holdings’ irrevocable written notice or telephonic notice confirmed in writing within 24 hours delivered to the Administrative Agent in the form of a loan request ("Loan Request") substantially in the form Notice of Exhibit 2.3 hereto Borrowing (which notice must be received on a Business Day by the Administrative Agent (i) prior to 9:00 a.m. (San Francisco time)) at least three (i3) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans, ; and (ii) prior to 9:00 a.m. (San Francisco time) on the requested Borrowing Date for which a Loan is requestedDate, in the case of Federal Funds Base Rate Loans, specifying:
(Ai) the amount of the Borrowing, which shall be in an aggregate minimum amount a Minimum Amount, and whether such Borrowing shall be of $1,000,000 Term A Loans, Term B Loans or any multiple of $1,000,000 in excess thereofRevolving Loans;
(Bii) the requested Borrowing Date, which shall be a Business Day;
(Ciii) the Type of Loans comprising the Borrowing; and
(Div) if applicable, the duration of the Interest Period applicable to such Loans included in such notice, subject to the provisions of the definition of “Interest Period” herein. If the Loan Request Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be two weeks. In one month; provided, however, that with respect to the event that more than one Loan Request is delivered Borrowing to be made on the Effective Date and on any Business DaySubsequent Effective Date, the Notice of Borrowing shall be delivered to the Administrative Agent shallnot later than 11:00 a.m. (San Francisco time) one (1) Business Day before the Effective Date or Subsequent Effective Date, for purposes of ensuring that as the aggregate of the then-outstanding Loans and the Loans which are the subject of the Loan Requests will not exceed the Commitment Amount, process the Loan Requests in the order of receiptcase may be.
(b) The Administrative Agent will promptly notify each Bank Revolving Lender, Term A Lender or Term B Lender, as applicable, of its receipt of any Loan Request Notice of Borrowing and of the amount of such Bank's Pro Rata Lender’s Proportionate Share of that Borrowing.
(c) Each Bank Lender will make the amount of its Pro Rata Proportionate Share of each Borrowing available to the Administrative Agent for the account of the Borrower Holdings at the Administrative Agent's ’s Payment Office by 11:00 a.m. (San Francisco time) on the Borrowing Date requested by a Borrower Holdings in funds immediately available to the Agent for deposit to the account which the Agent shall from time to time specify by notice to the BanksAdministrative Agent. The proceeds of all each such Loans Borrowing will then be made available promptly to Holdings by the Administrative Agent at such office by crediting the account of Holdings on the books of Wxxxx Fargo with the aggregate of the amounts made available to the relevant Borrower Administrative Agent by the Agent Lenders and in like funds as received by the Administrative Agent, or if requested by Holdings, by wire transfer in accordance with written instructions provided to the Administrative Agent by the Borrower in like Holdings of such funds as received by the Administrative Agent. No Bank's obligation , unless on the date of the Borrowing all or any portion of the proceeds thereof shall then be required to make be applied to the repayment of any Loan outstanding Loans, in which case such proceeds or portion thereof shall be affected by any other Bank's failure applied to make any Loanthe payment of such Loans.
(d) After giving effect to any Borrowing, unless the Administrative Agent shall otherwise consent, there may not be more than three (3) eight different Interest Periods in effect with respect to each Borrowereffect.
Appears in 1 contract
Procedure for Borrowing. (a) Each Borrowing of Revolving Loans shall be made upon a Borrowerthe Company's irrevocable written notice or telephonic notice confirmed in writing within 24 hours delivered to the Agent in the form of a loan request ("Loan Request") substantially in the form Notice of Exhibit 2.3 hereto Borrowing (which notice must be received on a Business Day by the Agent prior to 9:00 10:00 a.m. (San Francisco time))
(i) three Business Days prior to the requested Borrowing Date, in the case of Offshore LIBOR Rate Loans, and (ii) on one Business Day prior to the requested Borrowing Date for which a Loan is requestedDate, in the case of Federal Funds Base Rate Loans, specifying:
(A) the amount of the Borrowing, which shall be be, in the case of LIBOR Rate Loans, in an aggregate minimum amount of $5,000,000 or any multiple of $1,000,000 in excess thereof and, in the case of Base Rate Loans, in an aggregate minimum amount of $1,000,000 or any multiple of $1,000,000 100,000 in excess thereof;
(B) the requested Borrowing Date, which shall be a Business Day;
(C) the Type of Loans comprising the Borrowing; and
(D) if such Borrowing is comprised of LIBOR Rate Loans, the duration of the Interest Period applicable to such Loans included in such notice. If the Loan Request Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore LIBOR Rate Loans, such Interest Period shall be two weeks. In the event that more than one Loan Request is delivered on any Business Day, the Agent shall, for purposes of ensuring that the aggregate of the then-outstanding Loans and the Loans which are the subject of the Loan Requests will not exceed the Commitment Amount, process the Loan Requests in the order of receiptmonth.
(b) The Agent will promptly notify each Bank of its receipt of any Loan Request Notice of Borrowing and of the amount of such Bank's Pro Rata Share of that Borrowing.
(c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Borrower Company at the Agent's Payment Office by 11:00 a.m. (San Francisco time) on the Borrowing Date requested by a Borrower the Company in funds immediately available to the Agent for deposit to the account which the Agent shall from time to time specify by notice to the BanksAgent. The proceeds of all such Loans will then be made available promptly to the relevant Borrower Company by the Agent by wire transfer in accordance with written instructions provided to the Agent by the Borrower in Company of like funds as received by the Agent. No Bank's obligation to make any Loan shall be affected by any other Bank's failure to make any Loan.
(d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than three ten (310) different Interest Periods in effect with respect to each Borrowereffect.
Appears in 1 contract
Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon a Borrower's Holdings' irrevocable written notice or telephonic notice confirmed in writing within 24 hours delivered to the Agent in the form of a loan request ("Loan Request") substantially in the form Notice of Exhibit 2.3 hereto Borrowing (which notice must be received on a Business Day by the Agent (i) prior to 9:00 a.m. (San Francisco time)) (i) at least three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans, ; and (ii) prior to 9:00 a.m. (San Francisco time) on the requested Borrowing Date for which a Loan is requestedDate, in the case of Federal Funds Base Rate Loans, specifying:
(Ai) the amount of the Borrowing, which shall be in an aggregate minimum amount a Minimum Amount, and whether such Borrowing shall be of $1,000,000 Term Loans or any multiple of $1,000,000 in excess thereofRevolving Loans;
(Bii) the requested Borrowing Date, which shall be a Business Day;
(Ciii) the Type of Loans comprising the Borrowing; and
(Div) if applicable, the duration of the Interest Period applicable to such Loans included in such notice, subject to the provisions of the definition of "Interest Period" herein. If the Loan Request Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be two weeks. In one month; PROVIDED, HOWEVER, that with respect to the event that more than one Loan Request is delivered Borrowing to be made on any Business Daythe Closing Date, the Agent shall, for purposes Notice of ensuring that the aggregate of the then-outstanding Loans and the Loans which are the subject of the Loan Requests will not exceed the Commitment Amount, process the Loan Requests in the order of receipt.
(b) The Agent will promptly notify each Bank of its receipt of any Loan Request and of the amount of such Bank's Pro Rata Share of that Borrowing.
(c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available shall be delivered to the Agent for the account of the Borrower at the Agent's Payment Office by 11:00 not later than 10:00 a.m. (San Francisco time) on one Business Day before the Closing Date and such Borrowing Date will consist of Base Rate Loans only; and FURTHER PROVIDED that if so requested by a Borrower in funds immediately available to the Agent for deposit to the account which the Agent shall from time to time specify by notice to the Banks. The proceeds of all such Loans will then be made available promptly to the relevant Borrower by the Agent in accordance with written instructions provided to the Agent by the Borrower in like funds as received by the Agent. No Bank's obligation to make any Loan , all Borrowings during the first 60 days following the Closing Date shall have the same Interest Period and shall be affected by any other Bank's failure to make any Loan.
(d) After giving effect to any Borrowing, there may not be more than three (3) different Base Rate Loans or Offshore Rate Loans for Interest Periods in effect with respect to each Borrowerno longer than one month.
Appears in 1 contract
Procedure for Borrowing. (a) Each Borrowing of Term Loans by WSS and each borrowing of Revolving Loans by any Borrower (other than a Borrowing pursuant to subsection 3.03(d)) shall be made upon a the requesting Borrower's irrevocable written notice or telephonic notice confirmed in writing within 24 hours delivered to the Agent in accordance with Section 11.02 in the form of a loan request ("Loan Request") substantially in the form Notice of Exhibit 2.3 hereto Borrowing (which notice must be received on a Business Day by the Agent prior to 9:00 11:00 a.m. (San Francisco time)) (i) three (3) Business Days prior to the requested Borrowing Datedate, in the case of Offshore Rate Loans, ; and (ii) on the requested Borrowing Date for which a Loan is requesteddate, in the case of Federal Funds Base Rate Loans), specifying:
(A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $1,000,000 or any multiple of $1,000,000 in excess thereofnot less than the Required Minimum;
(B) the requested Borrowing Datedate, which shall be a Business Day;
(C) whether the Type Borrowing is of Revolving Loans comprising the Borrowing; andor Term Loans;
(D) whether the Borrowing is to be comprised of Offshore Rate Loans or Base Rate Loans;
(E) the duration of the Interest Period applicable to such Loans included in such notice. If the Loan Request fails Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be two weeksthree (3) months. In PROVIDED, HOWEVER, that with respect to the event that more than one Loan Request is delivered Borrowing to be made on any Business Daythe Closing Date, the Notice of Borrowing shall be delivered to the Agent shall, for purposes not later than 10:00 a.m. (San Francisco time) one Business Day before the Closing Date and such Borrowing will consist of ensuring that the aggregate of the then-outstanding Base Rate Loans and the Loans which are the subject of the Loan Requests will not exceed the Commitment Amount, process the Loan Requests in the order of receiptonly.
(b) The Upon receipt of the Notice of Borrowing, the Agent will promptly notify each Bank of its receipt of any Loan Request thereof and of the amount of such Bank's Pro Rata Share Commitment Percentage of that the Borrowing. The Agent's notice to each Bank shall be given no later than (i) 1:00 p.m. (San Francisco time) on the same day as the Agent's receipt of such notice in the case of Offshore Rate Loans, and (ii) 12:00 noon (San Francisco time) on the same day as the Agent's receipt of such notice in the case of Base Rate Loans.
(c) Each Bank will make the amount of its Pro Rata Share Commitment Percentage of each the Borrowing available to the Agent for the account of the requesting Borrower at the Agent's Payment Office by 11:00 a.m. 1:00 p.m. (San Francisco time) on the Borrowing Date date requested by a Borrower in the Notice of Borrowing in funds immediately available to the Agent for deposit to the account which the Agent shall from time to time specify by notice to the BanksAgent. The proceeds of all such Loans will then be made available promptly to the relevant requesting Borrower by the Agent in accordance at such office by crediting the account of the requesting Borrower on the books of the Agent with written instructions provided the aggregate of the amounts made available to the Agent by the Borrower Banks and in like funds as received by the Agent. No Bank's obligation .
(d) Unless the Majority Banks shall otherwise agree, during the existence of a Default or an Event of Default, the Borrowers may not elect to make any have a Loan shall be affected by any other Bank's failure to make any made as, or converted into or continued as, an Offshore Rate Loan.
(de) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may shall not be more than three twelve (312) different Interest Periods in effect with respect to each Borrowereffect.
Appears in 1 contract
Procedure for Borrowing. The Company may borrow under the Commitments during the Drawdown Period on any Business Day, provided that the Company shall deliver to the Administrative Agent a Borrowing Certificate (which certificate to be effective on the requested Borrowing Date must be received by the Administrative Agent (a) Each Borrowing shall be made upon a Borrower's irrevocable written notice or telephonic notice confirmed in writing within 24 hours delivered to the Agent in the form of a loan request ("Loan Request") substantially in the form of Exhibit 2.3 hereto (which notice must be received on a Business Day by the Agent prior to 9:00 a.m. (A.M., San Francisco Francisco, California time)) (i) , three Business Days prior to the requested Borrowing Date, if all or any part of the requested Loans are to be initially Eurodollar Loans and (b) prior to 9:00 A.M., San Francisco, California time, on the requested Borrowing Date, otherwise), specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR Loans or a combination thereof and (iv) if the borrowing is to be entirely or partly of Eurodollar Loans, the aggregate amount of such Eurodollar Loans and the amounts of each such Eurodollar Loan and the respective length of the initial Interest Period therefor. Each borrowing under the Commitments shall be in an amount equal to (x) in the case of Offshore Rate ABR Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if the then Available Commitments are less than $5,000,000, such lesser amount) and (iiy) on the Borrowing Date for which a Loan is requested, in the case of Federal Funds Rate Eurodollar Loans, specifying:
(A) the amount of the Borrowing, which shall be in an aggregate minimum amount of $1,000,000 5,000,000 or any a whole multiple of $1,000,000 in excess thereof;
(B) the requested . Upon receipt of a Borrowing Date, which shall be a Business Day;
(C) the Type of Loans comprising the Borrowing; and
(D) the duration of the Interest Period applicable to such Loans included in such notice. If the Loan Request fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be two weeks. In the event that more than one Loan Request is delivered on any Business DayCertificate, the Administrative Agent shall, for purposes of ensuring that the aggregate of the then-outstanding Loans and the Loans which are the subject of the Loan Requests will not exceed the Commitment Amount, process the Loan Requests in the order of receipt.
(b) The Agent will shall promptly notify each Bank of its receipt of any Loan Request and of the amount of such Bank's Pro Rata Share of that Borrowing.
(c) thereof. Each Bank will make the amount of its Pro Rata Share pro rata share of each Borrowing borrowing available to the Administrative Agent for the account of the Borrower Company at the Agent's Payment Office applicable office of the Administrative Agent specified in subsection 9.2 or such other office specified by the Administrative Agent from time to time prior to 11:00 a.m. (A.M., San Francisco time) Francisco, California time in the case of ABR Loans and 9:00 A.M., San Francisco, California time in the case of Eurodollar Loans, on the Borrowing Date requested by a Borrower the Company in Dollars and in funds immediately available to the Agent for deposit to the account which the Agent shall from time to time specify by notice to the BanksAdministrative Agent. The proceeds of all such Loans Such borrowing will then be made available promptly to the relevant Borrower Company by the Administrative Agent in accordance crediting the account of the Company on the books of such office with written instructions provided the aggregate of the amounts made available to the Administrative Agent by the Borrower Banks and in like funds as received by the Administrative Agent. No Bank's obligation to make any Loan shall be affected by any other Bank's failure to make any Loan.
(d) After giving effect to any Borrowing, there may not be more than three (3) different Interest Periods in effect with respect to each Borrower.
Appears in 1 contract
Samples: Credit Agreement (Western Union CO)
Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon a Borrower's Holdings' irrevocable written notice or telephonic notice confirmed in writing within 24 hours delivered to the Agent in the form of a loan request ("Loan Request") substantially in the form Notice of Exhibit 2.3 hereto Borrowing (which notice must be received on a Business Day by the Agent (i) prior to 9:00 a.m. (San Francisco time)) (i) at least three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans, except in the case of Swingline Loans, in which case such notice must be received by 9:00 a.m. (San Francisco time) on the requested Borrowing Date; and (ii) prior to 9:00 a.m. (San Francisco time) on the requested Borrowing Date for which a Loan is requestedDate, in the case of Federal Funds Base Rate Loans, specifying:
(Ai) the amount of the Borrowing, which shall be in an aggregate minimum amount a Minimum Amount, and whether such Borrowing shall be of $1,000,000 Term Loans or any multiple of $1,000,000 in excess thereofRevolving Loans;
(Bii) the requested Borrowing Date, which shall be a Business Day;
(Ciii) the Type of Loans comprising the Borrowing; and
(Div) if applicable, the duration of the Interest Period applicable to such Loans included in such notice, subject to the provisions of the definition of "Interest Period" herein. If the Loan Request Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be two weeks. In one month; provided, however, that with respect to the event that more than one Loan Request is delivered Borrowing to be made on any Business Daythe Effective Date, the Agent shall, for purposes Notice of ensuring that the aggregate of the then-outstanding Loans and the Loans which are the subject of the Loan Requests will not exceed the Commitment Amount, process the Loan Requests in the order of receipt.
(b) The Agent will promptly notify each Bank of its receipt of any Loan Request and of the amount of such Bank's Pro Rata Share of that Borrowing.
(c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available shall be delivered to the Agent for the account of the Borrower at the Agent's Payment Office by not later than 11:00 a.m. (San Francisco time) on one Business Day before the Effective Date and such Borrowing Date will consist of Base Rate Loans only; and further provided that if so requested by a Borrower in funds immediately available to the Agent for deposit to the account which the Agent shall from time to time specify by notice to the Banks. The proceeds of all such Loans will then be made available promptly to the relevant Borrower by the Agent in accordance with written instructions provided to the Agent by the Borrower in like funds as received by the Agent. No Bank's obligation to make any Loan , all Borrowings during the first 60 days following the Effective Date shall have the same Interest Period and shall be affected by any other Bank's failure to make any Loan.
(d) After giving effect to any Borrowing, there may not be more than three (3) different Base Rate Loans or Offshore Rate Loans for Interest Periods in effect with respect to each Borrowerno longer than one month.
Appears in 1 contract
Procedure for Borrowing. (a) Each Borrowing of Revolving Loans shall ----------------------- be made upon a Borrowerthe Company's irrevocable written notice or telephonic notice confirmed in writing within 24 hours delivered to the Agent in the form of a loan request ("Loan Request") substantially in the form Notice of Exhibit 2.3 hereto Borrowing (which notice must be received on a Business Day by the Agent (i) prior to 9:00 10:00 a.m. (San Francisco time)) (i) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans, ; and (ii) prior to 9:00 A.M. (San Francisco time) on the requested Borrowing Date for which a Loan is requestedDate, in the case of Federal Funds Base Rate Loans, specifying:
(A) the amount of the Borrowing, which shall be in an aggregate minimum amount of $1,000,000 5,000,000 or any multiple of $1,000,000 in excess thereof;
(B) the requested Borrowing Date, which shall be a Business Day;
(C) the Type of Loans comprising the Borrowing; and
(D) with respect to Offshore Rate Loans; the duration of the Interest Period applicable to such Loans included in such notice. If the Loan Request Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be two weeks. In one (1) month; provided, however, that with respect to the event that more than one Loan Request is delivered Borrowing to be made on any Business Daythe Closing -------- ------- Date, the Notice of Borrowing shall be delivered to the Agent shall, for purposes not later than 10:00 a.m. (San Francisco time) one Business Day before the Closing Date and such Borrowing will consist of ensuring that the aggregate of the then-outstanding Base Rate Loans and the Loans which are the subject of the Loan Requests will not exceed the Commitment Amount, process the Loan Requests in the order of receiptonly.
(b) The Agent will promptly notify each Bank of its receipt of any Loan Request Notice of Borrowing and of the amount of such Bank's Pro Rata Share of that Borrowing.
(c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Borrower Company at the Agent's Payment Office by 11:00 a.m. (San Francisco time) on the Borrowing Date requested by a Borrower the Company in funds immediately available to the Agent for deposit to the account which the Agent shall from time to time specify by notice to the BanksAgent. The proceeds of all such Loans will then be made available promptly to the relevant Borrower Company by the Agent at such office by crediting the account of the Company on the books of BofA with the aggregate of the amounts made available to the Agent by the Banks and in like funds as received by the Agent or by wire transfer in accordance with written instructions provided to the Agent by the Borrower in Company of like funds as received by the Agent. No Bank's obligation to make any Loan shall be affected by any other Bank's failure to make any Loan.
(d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than three five (35) different Interest Periods in effect with respect to each Borrowereffect.
Appears in 1 contract
Samples: Credit Agreement (Cb Commercial Real Estate Services Group Inc)
Procedure for Borrowing. (ai) Each Borrowing shall be made upon a Borrower's the irrevocable written notice or telephonic (including notice via facsimile confirmed in writing within 24 hours delivered to immediately by a telephone call) of the Agent Companies in the form of a loan request ("Loan Request") substantially in the form Notice of Exhibit 2.3 hereto Borrowing (which notice must be received on a Business Day by the Agent prior to not later than 9:00 a.m. (San Francisco Francisco, California time)) (ix) three Business Days prior to the requested Borrowing Dateborrowing date, in the case of Offshore Rate Loans, and ; (iiy) on two Business Days prior to the Borrowing Date for which a Loan is requestedrequested borrowing date, in the case of Federal Funds CD Rate Loans, and (z) on the requested borrowing date, in the case of Reference Rate Loans, specifying:
(A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $1,000,000 10,000,000 or any multiple of $1,000,000 in excess thereof;
(B) the requested Borrowing Dateborrowing date, which shall be a Business Day;
(C) whether the Type Borrowing is to be comprised of Offshore Rate Loans, CD Rate Loans comprising the Borrowing; andor Reference Rate Loans;
(D) the duration of the Interest Period applicable to such the Loans included in such noticenotice which are CD Rate Loans or Offshore Rate Loans. If the Loan Request fails Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of CD Rate Loans or Offshore Rate Loans, such Interest Period shall be two weeks. In 90 days or three months, respectively; provided, however, that with respect to any Borrowing to be made on the event that more than one Loan Request is delivered on any Business DayEffective Date, the Notice of Borrowing shall be delivered to the Agent shallno later than 10:00 a.m. San Francisco, California time, one Business Day before the Effective Date for purposes of ensuring that Base Rate Loans, two Business Days before the aggregate of Effective Date for CD Rate Loans, and three Business Days before the then-outstanding Loans and the Loans which are the subject of the Loan Requests will not exceed the Commitment Amount, process the Loan Requests in the order of receiptEffective Date for Offshore Rate Loans.
(b) The Upon receipt of the Notice of Borrowing (or telephonic notice in lieu thereof pursuant to Section 2.15), the Agent will promptly notify each Bank of its receipt of any Loan Request thereof and of the amount of such Bank's Pro Rata Share Commitment Percentage of that the Borrowing.
(c) Each Bank will make the amount of its Pro Rata Share Commitment Percentage of each the Borrowing available to the Agent Agent, in funds immediately available to the Agent, for the account of the Borrower Companies at the Agent's Payment Office by (i) 11:00 a.m. (San Francisco time) Francisco, California time on the Borrowing Date borrowing date requested by a Borrower in funds immediately available the Companies if the Borrowing requested is to consist solely of Reference Rate Loans, or (ii) 10:00 a.m. San Francisco, California time on the Agent for deposit to borrowing date requested by the account which Companies if the Agent shall from time to time specify by notice to the BanksBorrowing requested includes Offshore Rate Loans or CD Rate Loans. The proceeds of all such Loans will then be made available promptly to the relevant Borrower Companies by the Agent at such office by crediting the LS&CO. concentration account #12335-0225 on the books of BofA (or such other account with BofA as the Companies may hereafter designate in accordance a written notice to the Agent) with written instructions provided the aggregate of the amounts made available to the Agent by the Borrower in like funds as received Banks not later than 11:00 a.m. San Francisco, California time on such borrowing date if the proposed Borrowing consist of CD Rate Loans or Offshore Rate Loans, and not later than 12:00 noon San Francisco, California time on the borrowing date if the proposed Borrowing consists of Reference Rate Loans. To the extent that Loans made by Banks mature on any borrowing date, each Bank shall apply the Agent. No Bank's obligation proceeds of any Loans made on such borrowing date, to make any Loan shall the extent thereof, to the repayment of such maturing Loans, such Loans and repayments intended to be affected by any other Bank's failure to make any Loana contemporaneous exchange.
(d) After giving effect to any Borrowing, there may not be more than three (3) different Interest Periods in effect with respect to each Borrower.
Appears in 1 contract
Procedure for Borrowing. (ai) Each Borrowing shall be made upon a the Borrower's ’s irrevocable written notice or telephonic notice confirmed in writing within 24 hours delivered to the Agent in the form of a loan request ("Loan Request") substantially notice of borrowing in the form of Exhibit 2.3 hereto B (“Notice of Borrowing”) together with a Borrowing Base Certificate reflecting sufficient Availability, (which notice must be received on a Business Day by the Agent prior to 9:00 11:00 a.m. (San Francisco Pasadena, California time)) (iA) three Business Days prior to the requested Borrowing Funding Date, in the case of Offshore LIBOR Rate Loans, Loans and (iiB) no later than 11:00 a.m. (Pasadena, California time) on the Borrowing Date for which a Loan is requestedrequested Funding Date, in the case of Federal Funds Base Rate Loans, specifying:
(A1) the applicable Borrower;
(2) the amount of the Borrowing, which which, in the case of LIBOR Rate Loans, shall be in an aggregate minimum amount of $1,000,000 5,000,000 or any integral multiple of $1,000,000 in excess thereof;
(B3) the requested Borrowing Funding Date, which shall be a Business Day;
(C4) whether the Type of Revolving Loans comprising the Borrowingrequested are to be Base Rate Loans or LIBOR Rate Loans; and
(D5) the duration of the Interest Period applicable if the requested Revolving Loans are to such Loans included in such noticebe LIBOR Rate Loans. If the Loan Request Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore LIBOR Rate Loans, such Interest Period shall be two weeks. In one month; provided, however, that with respect to the event that more than one Loan Request is delivered Borrowing, if any, to be made on any Business Day, the Agent shall, for purposes of ensuring that the aggregate of the then-outstanding Loans and the Loans which are the subject of the Loan Requests Availability Date, such Borrowing will not exceed the Commitment Amount, process the Loan Requests in the order consist of receiptBase Rate Loans only.
(bii) The With respect to any request for Base Rate Loans, in lieu of delivering the above-described Notice of Borrowing the Borrower may give the Agent will promptly notify each Bank telephonic notice of its receipt of any Loan Request and such request by the required time, with such telephonic notice to be confirmed in writing within 24 hours of the amount giving of such Bank's Pro Rata Share of that Borrowingnotice, but the Agent shall be entitled to rely on the telephonic notice in making such Revolving Loans.
(c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Borrower at the Agent's Payment Office by 11:00 a.m. (San Francisco time) on the Borrowing Date requested by a Borrower in funds immediately available to the Agent for deposit to the account which the Agent shall from time to time specify by notice to the Banks. The proceeds of all such Loans will then be made available promptly to the relevant Borrower by the Agent in accordance with written instructions provided to the Agent by the Borrower in like funds as received by the Agent. No Bank's obligation to make any Loan shall be affected by any other Bank's failure to make any Loan.
(diii) After giving effect to any BorrowingBorrowing of LIBOR Rate Loans, there may not be more than three (3) five different Interest Periods in effect with respect to each Borrowerhereunder.
Appears in 1 contract
Samples: Loan and Security Agreement (Advanced Micro Devices Inc)
Procedure for Borrowing. (a) Each Borrowing shall be made upon a Borrowerthe Company's irrevocable written notice or telephonic notice confirmed in writing within 24 hours delivered to the Agent in the form of a loan request ("Loan Request") substantially in the form Notice of Exhibit 2.3 hereto Borrowing (which notice must be received on a Business Day by the Agent prior to (i) 9:00 a.m. (San Francisco time)) (i) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans, and ; or (ii) 8:30 a.m. (San Francisco time) on the requested Borrowing Date for which a Loan is requestedDate, in the case of Federal Funds Base Rate Loans), specifying:
(Ai) the amount of the Borrowing, which shall be in an aggregate minimum amount of $1,000,000 2,000,000 or any multiple of $1,000,000 500,000 in excess thereof;
(Bii) the requested Borrowing Date, which shall be a Business Day;
(Ciii) the Type of Loans comprising the BorrowingBorrowing and whether such Borrowing shall be of W/C Revolving Loans, Acquisition Revolving Loans, or both; and
(Div) the duration of the Interest Period applicable to such Loans included in such notice. If the Loan Request Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of comprising Offshore Rate Loans, such Interest Period shall be two weeksone month. In the event that more than one Loan Request is delivered on Promptly upon receipt of any Business Daysuch Notice of Borrowing, the Agent shall, for purposes of ensuring that shall notify the aggregate Banks of the then-outstanding Loans and the Loans which are the subject contents of the Loan Requests will not exceed the Commitment Amount, process the Loan Requests in the order such Notice of receiptBorrowing.
(b) The Agent will promptly notify each Bank of its receipt of any Loan Request and of the amount of such Bank's Pro Rata Share of that Borrowing.
(c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Borrower Company at the Agent's Payment Office by 11:00 a.m. (San Francisco time) on the Borrowing Date requested by a Borrower the Company in funds immediately available to the Agent for deposit to Agent. Except as provided in the account which next sentence, the Agent shall from time to time specify by notice to the Banks. The proceeds of all such Loans will then be made available promptly to the relevant Borrower Company by the Agent in accordance at such office by crediting the account of the Company on the books of BofA with written instructions provided the aggregate of the amounts made available to the Agent by the Borrower Banks and in like funds as received by the Agent by 1:00 p.m. (San Francisco time) on the Borrowing Date. The proceeds of Acquisition Revolving Loans may, at the election of the Agent or of the Majority Banks, be made available to the Company by wire transfer pursuant to such escrow arrangements as the Agent shall determine acceptable to confirm the satisfaction of the conditions precedent to such Loans, in like funds as received by the Agent. No Bank's obligation to make any Loan shall be affected by any other Bank's failure to make any Loan.
(dc) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than three five (35) different Interest Periods in effect with respect to each Borrowereffect.
Appears in 1 contract
Procedure for Borrowing. Whenever the Borrower desires an Advance under the Commitment, it shall give Agent telegraphic, telex, facsimile or telephonic notice (a“Notice of Borrowing”) of such requested Advance, which in the case of telephonic notice, shall be promptly confirmed in writing. Each Notice of Borrowing shall be made upon a Borrower's irrevocable written notice or telephonic notice confirmed in writing within 24 hours delivered to the Agent in the form of a loan request ("Loan Request") substantially in the form of Exhibit 2.3 “A” attached hereto (which notice must and shall be received on a by Agent not later than 11:00am. Los Angeles, California time, (i) one Business Day by the Agent prior to 9:00 a.m. the Borrowing Date in the case of the Base Rate Loan, or (San Francisco time)) (iii) three Business Days prior to the requested any proposed Borrowing Date, Date in the case of Offshore Rate LIBOR Loans, and . Each Notice of Borrowing shall specify (iii) on the Borrowing Date for which a Loan is requested, in the case of Federal Funds Rate Loans, specifying:
(A) the amount of the Borrowing, which shall be in an aggregate minimum amount of $1,000,000 or any multiple of $1,000,000 in excess thereof;
(B) the requested Borrowing Date, which shall be a Business Day;
), (Cii) the Type of Loans comprising the Borrowing; and
principal amount to be borrowed, (Diii) the duration portion of the Advance constituting Base Rate Loans and/or LIBOR Loans and (iv) if any portion of the proposed Advance is to constitute LIBOR Loans, the initial Interest Period selected by Borrower pursuant to Section 4 hereof to be applicable thereto. Upon receipt of such Notice, Agent shall advise each Lender thereof; provided, that if the Lenders have received at least one (1) day’s notice of such Advance prior to such Loans included funding of a Base Rate Loan, or at least three (3) days’ notice of each Advance prior to funding in such notice. If the Loan Request fails to specify case of a LIBOR Loan, each Lender shall provide Agent at its office at 400 Xxxxx Xxxxxxxx Xxxxxx, Los Angeles, California 90071, not later than 1:00 p.m., Los Angeles, California time, on the duration Borrowing Date, in immediately available funds, its pro rata share of the Interest Period for any Borrowing comprised of Offshore Rate Loansrequested Advance, such Interest Period shall be two weeks. In the event that more than one Loan Request is delivered on any Business Day, the Agent shall, for purposes of ensuring that but the aggregate of all such fundings by each Lender shall never exceed such Lender’s Commitment. Not later than 2:00 p.m., Los Angeles, California time, on the then-outstanding Loans and the Loans which are the subject of the Loan Requests will not exceed the Commitment AmountBorrowing Date, process the Loan Requests in the order of receipt.
(b) The Agent will promptly notify each Bank of its receipt of any Loan Request and of the amount of such Bank's Pro Rata Share of that Borrowing.
(c) Each Bank will shall make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Borrower at the Agent's Payment Office by 11:00 a.m. (San Francisco time) on same office, in like funds, the aggregate amount of such requested Advance if Borrower has fulfilled all conditions set forth in Section 11 hereof. Neither Agent nor any Lender shall incur any liability to the Borrower in acting upon any Notice of Borrowing Date requested referred to above which Agent or such Lender believes in good faith to have been given by a duly authorized officer or other person authorized to borrow on behalf of Borrower or for otherwise acting in good faith under this Section 2(b). Upon funding of Advances by Lenders and such funds immediately being made available to the Agent for deposit to the account which the Agent shall from time to time specify by notice to the Banks. The proceeds of all such Loans will then be made available promptly to the relevant Borrower by the Agent in accordance with written instructions provided this Agreement, pursuant to the Agent by any such Notice, the Borrower in like funds as received by the Agent. No Bank's obligation to make any Loan shall be affected by any other Bank's failure to make any Loanhave effected Advances hereunder.
(d) After giving effect to any Borrowing, there may not be more than three (3) different Interest Periods in effect with respect to each Borrower.
Appears in 1 contract
Procedure for Borrowing. (a) Each Borrowing shall be made upon a ----------------------- Borrower's delivery to Agent of an irrevocable written notice or telephonic notice confirmed in writing within 24 hours delivered to (the Agent in the form of a loan request ("Loan ---- Request") substantially in the form ), executed by an authorized officer of Exhibit 2.3 hereto (Borrower, which notice Loan Request ------- must be received on a Business Day by the Agent prior to 9:00 a.m. no later than 1:00 p.m. (San Francisco time), three (3) (i) three Business Days prior to the a requested Borrowing Dateof a LIBOR Loan, in the case or one (1) Business Day prior to a requested Borrowing of Offshore a Base Rate LoansLoan, and (ii) on the Borrowing Date for which a Loan is requested, in the case of Federal Funds Rate Loans, specifyingRequest shall:
(Ai) specify the amount of the Borrowing, which shall not be in an aggregate minimum amount of less than one million dollars ($1,000,000 or any multiple of $1,000,000 in excess thereof1,000,000), nor more than the Excess Availability;
(Bii) certify that the amount of the Borrowing requested is not more than the amount of the Excess Availability, as determined by reference to the last Borrowing Base Certificate delivered to, and approved by, Agent as described in paragraph (c) below;
(iii) specify the Interest Period selected by Borrower for the Borrowing requested;
(iv) specify whether the Revolving Loan requested by Borrower shall be a LIBOR Loan or a Base Rate Loan;
(v) specify the requested Borrowing Funding Date, which shall be a Business DayDay not less than three (3) Business Days after the delivery of a Loan Request for a LIBOR Loan, or not less than one (1) Business Day after the delivery of a Loan Request for a Base Rate Loan; Loan and Security Agreement
(vi) certify that, as of the date of the Loan Request, all conditions precedent to the Borrowing set forth in Article 10 hereof have been ---------- met or waived in writing, and no Default or Event of Default has occurred and is continuing;
(Cvii) certify that, as of the Type date of Loans comprising the BorrowingLoan Request, no material adverse change has occurred in the business prospects, financial condition, or results of operations of Borrower since the date of the last Financial Statements delivered by Borrower; and
(Dviii) the duration certify that, as of the Interest Period applicable to such Loans included in such notice. If the Loan Request fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be two weeks. In the event that more than one Loan Request is delivered on any Business Day, the Agent shall, for purposes of ensuring that the aggregate of the then-outstanding Loans and the Loans which are the subject date of the Loan Requests will not exceed Request, each of the Commitment Amount, process representations and warranties of Borrower contained in each of the Loan Requests Documents is true and correct in all respects as if made on and as of the order date of receipt.
(b) The Agent will promptly notify each Bank of its receipt of any such Loan Request. Any Loan Request and of the amount of such Bank's Pro Rata Share of that Borrowing.
(c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Borrower at the Agent's Payment Office by 11:00 a.m. delivered after 1:00 p.m (San Francisco time) on the Borrowing Date requested by a Borrower in funds immediately available to the Agent for deposit to the account which the Agent shall from time to time specify by notice to the Banks. The proceeds of all such Loans will then be made available promptly to the relevant Borrower by the Agent in accordance with written instructions provided to the Agent by the Borrower in like funds as received by the Agent. No Bank's obligation to make any Loan Business Day shall be affected by deemed to be received on the next Business Day. Borrower may submit up to six (6) Loan Requests in any other Bank's failure to make any Loan.
(d) After giving effect calendar month, in addition to any Borrowing, there may not be more than three (3) different Interest Periods in effect with respect to each Borrower.Letter of Credit Requests submitted by Borrower under Section 2.7 hereof. -----------
Appears in 1 contract
Samples: Loan and Security Agreement (Pac-West Telecomm Inc)
Procedure for Borrowing. (a) Each Borrowing of Loans shall be made upon a Borrower's Holdings’ irrevocable written notice or telephonic notice confirmed in writing within 24 hours delivered to the Administrative Agent in the form of a loan request ("Loan Request") substantially in the form Notice of Exhibit 2.3 hereto Borrowing (which notice must be received on a Business Day by the Administrative Agent (i) prior to 9:00 a.m. (San Francisco time)) at least three (i3) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans, except in the case of Swingline Loans, in which case such notice must be received by 9:00 a.m. (San Francisco time) on the requested Borrowing Date; and (ii) prior to 9:00 a.m. (San Francisco time) on the requested Borrowing Date for which a Loan is requestedDate, in the case of Federal Funds Base Rate Loans, specifying:
(Ai) the amount of the Borrowing, which shall be in an aggregate minimum amount a Minimum Amount, and whether such Borrowing shall be of $1,000,000 Term B Loans or any multiple of $1,000,000 in excess thereofRevolving Loans;
(Bii) the requested Borrowing Date, which shall be a Business Day;
(Ciii) the Type of Loans comprising the Borrowing; and
(Div) if applicable, the duration of the Interest Period applicable to such Loans included in such notice, subject to the provisions of the definition of “Interest Period” herein. If the Loan Request Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be two weeks. In one month; provided, however, that with respect to the event that more than one Loan Request is delivered Borrowing to be made on any Business Daythe Effective Date, the Notice of Borrowing shall be delivered to the Administrative Agent shall, for purposes not later than 11:00 a.m. (San Francisco time) one (1) Business Day before the Effective Date and such Borrowing will consist of ensuring that the aggregate of the then-outstanding Base Rate Loans and the Loans which are the subject of the Loan Requests will not exceed the Commitment Amount, process the Loan Requests in the order of receiptonly.
(b) The Administrative Agent will promptly notify each Bank Lender of its receipt of any Loan Request Notice of Borrowing and of the amount of such Bank's Pro Rata Lender’s Proportionate Share of that Borrowing.
(c) Each Bank Lender will make the amount of its Pro Rata Proportionate Share of each Borrowing available to the Administrative Agent for the account of the Borrower Holdings at the Administrative Agent's ’s Payment Office by 11:00 a.m. (San Francisco time) on the Borrowing Date requested by a Borrower Holdings in funds immediately available to the Agent for deposit to the account which the Agent shall from time to time specify by notice to the BanksAdministrative Agent. The proceeds of all each such Loans Borrowing will then be made available promptly to Holdings by the Administrative Agent at such office by crediting the account of Holdings on the books of Xxxxx Fargo with the aggregate of the amounts made available to the relevant Borrower Administrative Agent by the Agent Lenders and in like funds as received by the Administrative Agent, or if requested by Holdings, by wire transfer in accordance with written instructions provided to the Administrative Agent by the Borrower in like Holdings of such funds as received by the Administrative Agent. No Bank's obligation , unless on the date of the Borrowing all or any portion of the proceeds thereof shall then be required to make be applied to the repayment of any Loan outstanding Loans, in which case such proceeds or portion thereof shall be affected by any other Bank's failure applied to make any Loanthe payment of such Loans.
(d) After giving effect to any Borrowing, unless the Administrative Agent shall otherwise consent, there may not be more than three (3) eight different Interest Periods in effect with respect to each Borrowereffect.
Appears in 1 contract
Procedure for Borrowing. (a) Each Borrowing shall be made upon a Borrowerany Company's irrevocable written notice or telephonic notice confirmed in writing within 24 hours delivered to the Agent in the form of a loan request ("Loan Request") substantially in the form Notice of Exhibit 2.3 hereto Borrowing (which notice must be received on a Business Day by the Agent prior to 9:00 a.m. (San Francisco time)) (i) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans, ; and (ii) on one Business Day prior to the requested Borrowing Date for which a Loan is requestedDate, in the case of Federal Funds Base Rate Loans, specifying:
(A1) the amount of the Borrowing, which shall be in an aggregate minimum amount of $1,000,000 5,000,000 or any multiple of $1,000,000 in excess thereof;
(B2) the requested Borrowing Date, which shall be a Business Day;
(C3) the Type of Loans comprising the Borrowing; and
(D4) with respect to Offshore Rate Loans, the duration of the Interest Period applicable to such Loans included in such notice. If the Loan Request Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be two weeksthree months. In provided that, with respect to any Borrowing to be made on the event Closing Date, the Notice of Borrowing shall be delivered to the Agent not later than 11:00 a.m. (San Francisco time) at least one Business Day before the Closing Date and such Borrowing will consist of Base Rate Loans only; and provided further that more if so requested by the Agent, all Borrowings during the first 60 days following the Closing Date shall have the same Interest Period and shall be Base Rate Loans or Offshore Rate Loans for Interest Periods no longer than one Loan Request is delivered on any Business Day, the Agent shall, for purposes of ensuring that the aggregate of the then-outstanding Loans and the Loans which are the subject of the Loan Requests will not exceed the Commitment Amount, process the Loan Requests in the order of receiptmonth.
(b) The Agent will promptly notify each Bank of its receipt of any Loan Request Notice of Borrowing and of the amount of such Bank's Pro Rata Share of that Borrowing.
(c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Borrower at the Agent's Payment Office by 11:00 a.m. (San Francisco time) on the Borrowing Date requested by a Borrower in funds immediately available to the Agent for deposit to the account which the Agent shall from time to time specify by notice to the Banks. The proceeds of all such Loans will then be made available promptly to the relevant Borrower by the Agent in accordance with written instructions provided to the Agent by the Borrower in like funds as received by the Agent. No Bank's obligation to make any Loan shall be affected by any other Bank's failure to make any Loan.
(d) After giving effect to any Borrowing, there may not be more than three (3) different Interest Periods in effect with respect to each Borrower.
Appears in 1 contract
Procedure for Borrowing. (a) Each Borrowing shall be made upon a Borrowerthe Company's irrevocable written notice or telephonic notice confirmed in writing within 24 hours delivered to the Agent in the form of a loan request ("Loan Request") substantially in the form Notice of Exhibit 2.3 hereto Borrowing (which notice must be received on a Business Day by the Agent prior to 9:00 10:30 a.m. (San Francisco time)) (i) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans, ; and (ii) on the requested Borrowing Date for which a Loan is requestedDate, in the case of Federal Funds Base Rate Loans, specifying:
(A) the amount of the Borrowing, which shall be in an aggregate minimum amount of $1,000,000 or any multiple of $1,000,000 100,000 in excess thereof;
(B) the requested Borrowing Date, which shall be a Business Day;
(C) the Type of Loans comprising the Borrowing; and
(D) the duration of the Interest Period applicable to such any Offshore Rate Loans included in such notice. If the Loan Request Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be two weeksthree months. In provided, however, that with respect to the event Borrowing to be made on the Closing -------- ------- Date, the Notice of Borrowing shall be delivered to the Agent not later than 10:30 a.m. (San Francisco time) on the Closing Date and such Borrowing will consist of Base Rate Loans only; and further provided that more if so requested by the Agent, all Borrowings during the first 60 days following the Closing Date shall have the same Interest Period and shall be Base Rate Loans or Offshore Rate Loans for Interest Periods no longer than one Loan Request is delivered on any Business Day, the Agent shall, for purposes of ensuring that the aggregate of the then-outstanding Loans and the Loans which are the subject of the Loan Requests will not exceed the Commitment Amount, process the Loan Requests in the order of receiptmonth.
(b) The Agent will promptly notify each Bank of its receipt of any Loan Request Notice of Borrowing and of the amount of such Bank's Pro Rata Share of that Borrowing.
(c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Borrower Company at the Agent's Payment Office by 11:00 a.m. 12:30 p.m. (San Francisco time) on the Borrowing Date requested by a Borrower the Company in funds immediately available to the Agent for deposit to the account which the Agent shall from time to time specify by notice to the BanksAgent. The proceeds of all such Loans will then be made available promptly to the relevant Borrower Company by the Agent by wire transfer in accordance with written instructions provided to the Agent by the Borrower in Company of like funds as received by the Agent. No Bank's obligation to make any Loan shall be affected by any other Bank's failure to make any Loan.
(d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than three (3) 10 different Interest Periods in effect with respect to each Borrowereffect.
Appears in 1 contract
Samples: Credit Agreement (Globalcenter Inc)
Procedure for Borrowing. (a) Each Borrowing shall be made upon a ----------------------- Borrower's delivery to Agent of an irrevocable written notice or telephonic notice confirmed in writing within 24 hours delivered to (the Agent in the form of a loan request ("Loan ---- Request") substantially in the form ), executed by an authorized officer of Exhibit 2.3 hereto (Borrower, which notice Loan Request ------- must be received on a Business Day by the Agent prior to 9:00 a.m. no later than 1:00 p.m. (San Francisco time), three (3) (i) three Business Days prior to the a requested Borrowing Dateof a LIBOR Loan, in the case or one (1) Business Day prior to a requested Borrowing of Offshore a Base Rate LoansLoan, and (ii) on the Borrowing Date for which a Loan is requested, in the case of Federal Funds Rate Loans, specifyingRequest shall:
(Ai) specify the amount of the Borrowing, which shall not be in an aggregate minimum amount of less than one million dollars ($1,000,000 or any multiple of $1,000,000 in excess thereof1,000,000), nor more than the Excess Availability;
(Bii) certify that the amount of the Borrowing requested is not more than the amount of the Excess Availability, as determined by reference to the last Borrowing Base Certificate delivered to, and approved by, Agent as described in paragraph (c) below;
(iii) specify the Interest Period selected by Borrower for the Borrowing requested;
(iv) specify whether the Revolving Loan requested by Borrower shall be a LIBOR Loan or a Base Rate Loan;
(v) specify the requested Borrowing Funding Date, which shall be a Business DayDay not less than three (3) Business Days after the delivery of a Loan Request for a LIBOR Loan, or not less than one (1) Business Day after the delivery of a Loan Request for a Base Rate Loan;
(Cvi) certify that, as of the Type date of Loans comprising the BorrowingLoan Request, all conditions precedent to the Borrowing set forth in Article 10 hereof have been ---------- met or waived in writing, and no Default or Event of Default has occurred and is continuing;
(vii) certify that, as of the date of the Loan Request, no material adverse change has occurred in the business prospects, financial condition, or results of operations of Borrower since the date of the last Financial Statements delivered by Borrower; and
(Dviii) the duration certify that, as of the Interest Period applicable to such Loans included in such notice. If the Loan Request fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be two weeks. In the event that more than one Loan Request is delivered on any Business Day, the Agent shall, for purposes of ensuring that the aggregate of the then-outstanding Loans and the Loans which are the subject date of the Loan Requests will not exceed Request, each of the Commitment Amount, process representations and warranties of Borrower contained in each of the Loan Requests Documents is true and correct in all respects as if made on and as of the order date of receipt.
(b) The Agent will promptly notify each Bank of its receipt of any such Loan Request. Any Loan Request and of the amount of such Bank's Pro Rata Share of that Borrowing.
(c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Borrower at the Agent's Payment Office by 11:00 a.m. delivered after 1:00 p.m (San Francisco time) on the Borrowing Date requested by a Borrower in funds immediately available to the Agent for deposit to the account which the Agent shall from time to time specify by notice to the Banks. The proceeds of all such Loans will then be made available promptly to the relevant Borrower by the Agent in accordance with written instructions provided to the Agent by the Borrower in like funds as received by the Agent. No Bank's obligation to make any Loan Business Day shall be affected by deemed to be received on the next Business Day. Borrower may submit up to six (6) Loan Requests in any other Bank's failure to make any Loan.
(d) After giving effect calendar month, in addition to any Borrowing, there may not be more than three (3) different Interest Periods in effect with respect to each Borrower.Letter of Credit Requests submitted by Borrower under Section 2.7 hereof. -----------
Appears in 1 contract
Samples: Loan and Security Agreement (Pac-West Telecomm Inc)
Procedure for Borrowing. (a1) Each Borrowing shall be made upon a Borrower's Xxxxx'x irrevocable written notice or telephonic notice confirmed in writing within 24 hours delivered to the Agent Lender in the form of a loan request notice of borrowing ("Loan RequestNotice of Borrowing") substantially in the form of Exhibit 2.3 hereto (EXHIBIT C, which notice must be received on a Business Day by the Agent Lender prior to 9:00 a.m. (San Francisco time)) (i) 12:00 noon (Pasadena, California time) three Business Days prior to the requested Borrowing Funding Date, in the case of Offshore LIBOR Rate Loans, Loans and (ii) 11:00 a.m. (Pasadena, California time) on the Borrowing Date for which a Loan is requestedrequested Funding Date, in the case of Federal Funds Base Rate Loans, specifying:
(A) the amount of the Borrowing, which shall be in an aggregate minimum amount the case of a LIBOR Rate Loan must equal or exceed $1,000,000 or any multiple (and increments of $1,000,000 in excess thereofof such amount);
(B) the requested Borrowing Funding Date, which shall must be a Business Day;
(C) whether the Type of Revolving Loans comprising the Borrowingrequested are to be Base Rate Revolving Loans or LIBOR Revolving Loans (and if not specified, it shall be deemed a request for a Base Rate Revolving Loan); and
(D) the duration of the Interest Period applicable for LIBOR Revolving Loans (and if not specified, it shall be deemed a request for an Interest Period of one month).
(2) In lieu of delivering a Notice of Borrowing, Xxxxx may give the Lender telephonic notice of such request for advances to the Designated Account on or before the deadline set forth above. The Lender at all times shall be entitled to rely on such Loans included telephonic notice in making such noticeRevolving Loans, regardless of whether any written confirmation is received.
(3) The Borrowers shall have no right to request a LIBOR Rate Loan while a Default or Event of Default has occurred and is continuing.
(4) Notwithstanding any term of this Agreement to the contrary, the Borrowers agree that while Pricing Level V (as used in the definition of Applicable Margin) is in effect, the Borrowers may not request any new LIBOR Rate Loans. If the While Pricing Level V is in effect, any existing LIBOR Rate Loan Request fails to specify the duration will be converted into a Base Rate Loan upon conclusion of the Interest Period for any Borrowing comprised of Offshore applicable to such LIBOR Rate Loans, such Interest Period shall be two weeks. In the event that more than one Loan Request is delivered on any Business Day, the Agent shall, for purposes of ensuring that the aggregate of the then-outstanding Loans and the Loans which are the subject of the Loan Requests will not exceed the Commitment Amount, process the Loan Requests in the order of receipt.
(b) The Agent will promptly notify each Bank of its receipt of any Loan Request and of the amount of such Bank's Pro Rata Share of that Borrowing.
(c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Borrower at the Agent's Payment Office by 11:00 a.m. (San Francisco time) on the Borrowing Date requested by a Borrower in funds immediately available to the Agent for deposit to the account which the Agent shall from time to time specify by notice to the Banks. The proceeds of all such Loans will then be made available promptly to the relevant Borrower by the Agent in accordance with written instructions provided to the Agent by the Borrower in like funds as received by the Agent. No Bank's obligation to make any Loan shall be affected by any other Bank's failure to make any Loan.
(d) After giving effect to any Borrowing, there may not be more than three (3) different Interest Periods in effect with respect to each Borrower.
Appears in 1 contract
Procedure for Borrowing. (a) Each Borrowing shall be made upon a Borrowerthe Company's irrevocable written notice or telephonic notice confirmed in writing within 24 hours delivered to the Agent in accordance with Section 11.02 in the form of a loan request ("Loan Request") substantially in the form Notice of Exhibit 2.3 hereto (Borrowing which notice must be received on a Business Day by the Agent prior to 9:00 a.m. (San Francisco Francisco, California time)) (i) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans; and 9:00 a.m. (San Francisco, and (iiCalifornia time) on the requested Borrowing Date for which a Loan is requestedDate, in the case of Federal Funds Base Rate Loans, specifying:
(A) the amount of the Borrowing, which shall be in an aggregate minimum principal amount of $1,000,000 or any multiple of $1,000,000 100,000 in excess thereof;
(B) the requested Borrowing Date, which shall be a Business Day;
(C) whether the Type Borrowing is to be comprised of Offshore Rate Loans comprising the Borrowing; andor Base Rate Loans;
(D) the duration of the Interest Period applicable to such Loans included in such notice. If the Loan Request fails Notice of Borrowing shall fail to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be two weeks. In three months; provided that with respect to any Borrowing to be made on the event that more than one Loan Request is delivered on any Business DayClosing Date, the Notice of Borrowing shall be delivered to the Agent shallnot later than 9:00 a.m. (San Francisco, for purposes California time) on the Closing Date or three Business Days before the Closing Date if the Borrowing is to consist of ensuring that the aggregate of the then-outstanding Loans and the Loans which are the subject of the Loan Requests will not exceed the Commitment AmountBase Rate or Offshore Rate Loans, process the Loan Requests in the order of receiptrespectively.
(b) The Agent will promptly notify each Bank of its receipt of any Loan Request Notice of Borrowing and of the amount of such Bank's Pro Rata Share of that Borrowing.
(c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Borrower Company at the Agent's Payment Office by 11:00 a.m. (San Francisco Francisco, California time) on the Borrowing Date requested by a Borrower the Company in funds immediately available to the Agent for deposit to the account which the Agent shall from time to time specify by notice to the BanksAgent. The proceeds of all such Loans will then be made available promptly to the relevant Borrower Company by the Agent in accordance at such office by crediting an account specified by the Company with written instructions provided the aggregate of the amounts made available to the Agent by the Borrower Banks and in like funds as received by the Agent. No Bank's obligation to make any Loan shall be affected by any other Bank's failure to make any Loan.
(d) After giving effect to any Borrowing, unless the Agent shall otherwise consent, there may not be more than three (3) 10 different Interest Periods in effect with respect to each Borrowereffect.
Appears in 1 contract
Samples: Credit Agreement (Dreyers Grand Ice Cream Holdings Inc)
Procedure for Borrowing. (a1) Each Borrowing shall be made upon a the Borrower's irrevocable written notice or telephonic notice confirmed in writing within 24 hours delivered to the Agent Lender in the form of a loan request notice of borrowing ("Loan RequestNotice of Borrowing") substantially in the form of Exhibit 2.3 hereto (EXHIBIT C, which notice must be received on a Business Day by the Agent Lender prior to 9:00 a.m. (San Francisco time)) (i) 12:00 noon (Pasadena, California time) three Business Days prior to the requested Borrowing Funding Date, in the case of Offshore LIBOR Rate Loans, Loans and (ii) 11:00 a.m. (Pasadena, California time) on the Borrowing Date for which a Loan is requestedrequested Funding Date, in the case of Federal Funds Base Rate Loans, specifying:
(A) the amount of the Borrowing, which shall be in an aggregate minimum amount the case of a LIBOR Rate Loan must equal or exceed $1,000,000 or any multiple (and increments of $1,000,000 in excess thereofof such amount);
(B) the requested Borrowing Funding Date, which shall must be a Business Day;
(C) whether the Type of Revolving Loans comprising the Borrowingrequested are to be Base Rate Revolving Loans or LIBOR Revolving Loans (and if not specified, it shall be deemed a request for a Base Rate Revolving Loan); and
(D) the duration of the Interest Period applicable to such for LIBOR Revolving Loans included in such notice. If the Loan Request fails to specify the duration of the (and if not specified, it shall be deemed a request for an Interest Period for any of one month); provided, however, that with respect to the Borrowing comprised of Offshore Rate Loansto be made on the Closing Date, such Interest Period shall be two weeks. In the event that more than one Loan Request is delivered on any Business Day, the Agent shall, for purposes Borrowings will consist of ensuring that the aggregate of the then-outstanding Base Rate Revolving Loans and the Loans which are the subject of the Loan Requests will not exceed the Commitment Amount, process the Loan Requests in the order of receiptonly.
(b2) The Agent will promptly notify each Bank In lieu of its receipt delivering a Notice of any Loan Request and of Borrowing, the amount Borrower may give the Lender telephonic notice of such Bank's Pro Rata Share request for advances to the Designated Account on or before the deadline set forth above. The Lender at all times shall be entitled to rely on such telephonic notice in making such Revolving Loans, regardless of that Borrowingwhether any written confirmation is received.
(c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available to the Agent for the account of the Borrower at the Agent's Payment Office by 11:00 a.m. (San Francisco time) on the Borrowing Date requested by a Borrower in funds immediately available to the Agent for deposit to the account which the Agent shall from time to time specify by notice to the Banks. The proceeds of all such Loans will then be made available promptly to the relevant Borrower by the Agent in accordance with written instructions provided to the Agent by the Borrower in like funds as received by the Agent. No Bank's obligation to make any Loan shall be affected by any other Bank's failure to make any Loan.
(d) After giving effect to any Borrowing, there may not be more than three (3) different Interest Periods in effect with respect The Borrower shall have no right to each Borrowerrequest a LIBOR Rate Loan while a Default or Event of Default has occurred and is continuing.
Appears in 1 contract
Procedure for Borrowing. (a) Each Borrowing shall be made upon a Borrower's irrevocable written notice or telephonic notice confirmed in writing within 24 hours delivered to the Agent in accordance with Section 10.02 in the form of a loan request ("Loan Request") substantially in the form Notice of Exhibit 2.3 hereto Borrowing (which notice must be received on a Business Day by the Agent prior to 9:00 a.m. (San Francisco time)) (i) three Business Days prior to the requested Borrowing Datedate, in the case of Offshore Eurodollar Rate Loans, ; and (ii) on one Business Day prior to the requested Borrowing Date for which a Loan is requesteddate, in the case of Federal Funds Base Rate Loans, specifying:
(Ai) the amount of the Borrowing, which shall be be: (1) for Eurodollar Rate Loans, in an aggregate minimum principal amount of Three Million dollars ($1,000,000 3,000,000) or any multiple of One Million dollars ($1,000,000 1,000,000) in excess thereof and (2) for Base Rate Loans, in an aggregate minimum principal amount of One Million dollars ($1,000,000) or any multiple of One Million dollars ($1,000,000) in excess thereof;
(Bii) the requested Borrowing Datedate, which shall be a Business Day;
(Ciii) whether the Type Borrowing is to be comprised of Eurodollar Rate Loans comprising the Borrowingor Base Rate Loans; and
(Div) the duration of the Interest Period applicable to such Loans included in such notice. If the Loan Request fails Notice of Borrowing of Loans shall fail to specify the duration of the Interest Period for any Borrowing comprised of Offshore Eurodollar Rate Loans, such Interest Period shall be two weeks. In three months; PROVIDED THAT, with respect to the event that more than one Loan Request is delivered Borrowing to be made on any Business Daythe Closing Date, the Notice of Borrowing shall be delivered to the Agent shall, for purposes not later than 9:00 a.m. (San Francisco time) one Business Day before the Closing Date and such Borrowing will consist of ensuring that the aggregate of the then-outstanding Base Rate Loans and the Loans which are the subject of the Loan Requests will not exceed the Commitment Amount, process the Loan Requests in the order of receiptonly.
(b) The Upon receipt of each Notice of Borrowing, the Agent will promptly notify each Bank of its receipt of any Loan Request thereof and of the amount of such Bank's Pro Rata Share Commitment Percentage of that the Borrowing.
(c) Each Bank will make the amount of its Pro Rata Share Commitment Percentage of each the Borrowing available to the Agent for the account of the relevant Borrower at the Agent's Payment Office by 11:00 a.m. (San Francisco time) on the Borrowing Date requested by a the relevant Borrower in funds immediately available to the Agent for deposit to the account which the Agent shall from time to time specify by notice to the BanksAgent. The proceeds of all such Loans will then be made available promptly to the relevant Borrower by the Agent by wire transfer in accordance with written instructions provided to the Agent by the relevant Borrower in of like funds as received by the Agent. No Bank's obligation .
(d) Unless the Majority Banks shall otherwise agree, during the existence of an Event of Default, the Borrowers may not elect to make any have a Loan shall be affected by any other Bank's failure to make any made as, or converted into or continued as, an Eurodollar Rate Loan.
(de) After giving effect to any Borrowing, there may shall not be more than three (3) 12 different Interest Periods in effect with respect to each Borrowerfor Eurodollar Rate Loans outstanding.
Appears in 1 contract
Procedure for Borrowing. (a) Each Borrowing of Revolving Loans or Term Loans shall be made upon a Borrowerthe Company's irrevocable written notice or telephonic notice confirmed in writing within 24 hours delivered to the Administrative Agent in the form of a loan request ("Loan Request") substantially in the form Notice of Exhibit 2.3 hereto (Borrowing, which notice must be received on a Business Day by the Administrative Agent (i) prior to 9:00 8:30 a.m. (San Francisco time)) (i) three Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans, ; and (ii) prior to 8:30 a.m. (San Francisco time) on the requested Borrowing Date for which a Loan is requestedDate, in the case of Federal Funds Base Rate Loans, specifying:
(A) the amount of the Borrowing, which shall be in an aggregate minimum amount of $1,000,000 or any 500,000 and, as to Revolving Loans, a multiple of $1,000,000 100,000 provided, that if the amount of any unused Commitment is less than $500,000, then the Company may borrow such amount in excess thereofBase Rate Loans;
(B) the requested Borrowing Date, which shall be a Business Day;
(C) the Type of Loans comprising the Borrowing; and
(D) the duration of the Interest Period applicable to such Loans included in such notice. If the Loan Request Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be two weeks. In the event that more than one Loan Request is delivered on any Business Day, the Agent shall, for purposes of ensuring that the aggregate of the then-outstanding Loans and the Loans which are the subject of the Loan Requests will not exceed the Commitment Amount, process the Loan Requests in the order of receiptmonth.
(b) The Administrative Agent will promptly notify each Bank Lender of its receipt of any Loan Request Notice of Borrowing and of the amount of such BankLender's Pro Rata Share share of that BorrowingBorrowing based upon such Lender's Revolving Percentage, Term A Percentage, Term B Percentage, Term C Percentage or Term D Percentage as the case may be.
(c) Each Bank Lender will make the amount of its Pro Rata Share share of each Borrowing available to the Administrative Agent for the account of the Borrower Company at the Administrative Agent's Payment Office by 11:00 a.m. (San Francisco time) on the Borrowing Date requested by a Borrower the Company in funds immediately available to the Agent for deposit to the account which the Agent shall from time to time specify by notice to the BanksAdministrative Agent. The proceeds of all such Loans will then be made available promptly to the relevant Borrower Company by the Administrative Agent in accordance at such office by crediting the account of the Company on the books of BofA with written instructions provided the aggregate of the amounts made available to the Administrative Agent by the Borrower Lenders and in like funds as received by the Agent. No Bank's obligation to make any Loan shall be affected by any other Bank's failure to make any LoanAdministrative Agent or as otherwise set forth in the Notice of Borrowing.
(d) After giving effect to any Borrowing, there may not be more than three (3) twenty different Interest Periods in effect with respect to each Borrowereffect.
Appears in 1 contract
Procedure for Borrowing. (a) Each [intentionally omitted]
(b) The Borrower may request a Borrowing shall be made upon a Borrower's irrevocable written notice on or telephonic notice confirmed in writing within 24 hours delivered at any time after the Closing Date and prior to the Maturity Date, provided that the Borrower shall deliver to the Administrative Agent in the form of a loan request ("Loan Request") substantially in the form of Exhibit 2.3 hereto Borrowing Notice (which notice Borrowing Notice must be received on a Business Day by the Administrative Agent prior to 9:00 a.m. (San Francisco 10:00 a.m., California time)) (i) , three Business Days prior to the requested Borrowing Date) specifying (i) whether such Borrowing is an Advance, in the case of Offshore Rate Loansan Additional Loan or a Swing Loan, and (ii) on the Borrowing Date for which a Loan is requested, in the case of Federal Funds Rate Loans, specifying:
(A) the amount of the Borrowing, which shall be in an aggregate minimum amount of $1,000,000 or any multiple of $1,000,000 in excess thereof;
such Borrowing and (Biii) the requested Borrowing Date, which shall be a Business Day;
. Each Borrowing shall be in an amount equal to $1,000,000 or a whole multiple thereof (Cor, if the then aggregate amount of available Additional Commitments, Revolving Commitments or Swing Loan Commitments (as applicable) the Type of Loans comprising the Borrowing; and
(D) the duration of the Interest Period applicable to such Loans included in such notice. If the Loan Request fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loansis less than $1,000,000, such Interest Period shall lesser amount); provided, however, that in the case of a request for a Swing Loan in an amount of $2,000,000 or less, such notice will be two weeksreceived in a timely matter if it is received by the Administrative Agent no later than 10:00 a.m. (California time) on the Business Day that is the requested Borrowing Date. In Upon receipt of any such Borrowing Notice from the event that more than one Loan Request is delivered on any Business DayBorrower, the Administrative Agent shall, for purposes of ensuring that the aggregate of the then-outstanding Loans and the Loans which are the subject of the Loan Requests will not exceed the Commitment Amount, process the Loan Requests in the order of receipt.
(b) The Agent will shall promptly notify each Bank of its receipt of any Revolving Loan Request and of the amount of such Bank's Pro Rata Share of that Borrowing.
(c) Lender, Term Loan Lender or Swing Loan Lender thereof, as applicable. Each Bank Revolving Loan Lender, Term Loan Lender or Swing Loan Lender, as applicable, will make the amount of its Pro Rata Share of the amount of each such Borrowing available to the Administrative Agent for the account of the Borrower at the Agent's Payment Funding Office by 11:00 a.m. (San Francisco prior to 10:00 a.m., California time) , on the Borrowing Date requested by a the Borrower in funds immediately available to the Agent for deposit Administrative Agent; provided, that, Swing Loan Lender may make the Swing Loan available directly to the account which the Agent shall from time to time specify by notice to the Banks. The proceeds of all such Loans will then be made available promptly to the relevant Borrower by the Agent in accordance with the terms of Section 2.2(e). At the Administrative Agent’s election, in lieu of delivery of the above-described written instructions provided to request, any Authorized Person may give the Administrative Agent telephonic notice of such request by the Borrower required time, with such telephonic notice to be confirmed in like funds as received by writing within 24 hours of the Agent. No Bank's obligation to make any Loan shall be affected by any other Bank's failure to make any Loangiving of such notice.
(d) After giving effect to any Borrowing, there may not be more than three (3) different Interest Periods in effect with respect to each Borrower.
Appears in 1 contract
Procedure for Borrowing. (a) Each Borrowing shall be made upon a Borrowerthe Company's irrevocable written notice or telephonic notice confirmed in writing within 24 hours delivered to the Agent Bank in the form of a loan request ("Loan Request") substantially in the form Notice of Exhibit 2.3 hereto Borrowing (which notice must be received on a Business Day by the Agent Bank (i) prior to 9:00 7:30 a.m. (San Francisco time)) (i) three two Business Days prior to the requested Borrowing Date, in the case of Offshore Rate Loans, ; and (ii) prior to 9:00 a.m. (San Francisco time) on the same Business Day as the requested Borrowing Date for which a Loan is requestedDate, in the case of Federal Funds Base Rate Loans), specifying:
(A1) the amount of the Borrowing, which shall be in an aggregate minimum amount of $1,000,000 or any multiple of $1,000,000 100,000 in excess thereof;
(B2) the requested Borrowing Date, which shall be a Business Day;
(C3) the Type of Loans comprising the Borrowing; and
(D4) with respect to Offshore Rate Loans, the duration of the Interest Period applicable to such Loans included in such notice. If the Loan Request Notice of Borrowing fails to specify the duration of the Interest Period for any Borrowing comprised of Offshore Rate Loans, such Interest Period shall be two weeks. In three months; provided that, with respect to any Borrowing to be made on the event that more than one Loan Request is delivered on any Business DayClosing Date, the Agent shall, for purposes Notice of ensuring that the aggregate of the then-outstanding Loans and the Loans which are the subject of the Loan Requests will not exceed the Commitment Amount, process the Loan Requests in the order of receipt.
(b) The Agent will promptly notify each Bank of its receipt of any Loan Request and of the amount of such Bank's Pro Rata Share of that Borrowing.
(c) Each Bank will make the amount of its Pro Rata Share of each Borrowing available shall be delivered to the Agent for the account of the Borrower at the Agent's Payment Office by Bank not later than 11:00 a.m. (San Francisco time) on at least one Business Day before the Closing Date and such Borrowing Date will consist of Base Rate Loans only; provided further that if so requested by a Borrower in funds immediately the Bank, all Borrowings during the first 30 days following the Closing Date shall have the same Interest Period and shall be Base Rate Loans or Offshore Rate Loans for Interest Periods no longer than one month.
(b) The Bank will make the proceeds of each Credit Extension available to the Agent for deposit to Company at the Bank's Payment Office by crediting the account which of the Agent shall from time to time specify by notice to Company on the Banks. The proceeds books of all such Loans will then be made available promptly to the relevant Borrower Bank or, if requested by the Agent Company, by wire transfer in accordance with written instructions provided to the Agent Bank by the Borrower in like funds as received by Company, less customary fees of the Agent. No Bank's obligation to make any Loan shall be affected by any other Bank's failure to make any LoanBank for such wire transfer.
(dc) After giving effect to any Borrowing, unless the Bank shall otherwise consent, there may not be more than three five (35) different Interest Periods in effect with respect to each Borrowereffect.
Appears in 1 contract
Samples: Credit Agreement (Efunds Corp)
