Manner of Borrowing. The Company shall give the Agent ------------------- telephonic notice of each request for Working Capital Loans not later than 12:00 noon (Minneapolis time) on the applicable Borrowing Date, specifying the aggregate amount of Working Capital Loans requested, and whether the Working Capital Loans to be made by each Lender are to be funded as Fixed Rate Advances or Reference Rate Advances; provided, that any portion of a -------- Working Capital Loan not so designated shall be made as a Reference Rate Advance. The Company shall promptly confirm any such request by delivering to the Agent a duly completed and executed Confirmation of Borrowing/Paydown/Conversion. On the Effective Date, the Company shall be deemed to have requested Working Capital Loans in an amount equal to the outstanding principal balance of all Existing Working Capital Advances. The Agent shall notify each Lender of such Lender's Pro Rata Share of the Working Capital Loans requested, and whether such Lender's Working Capital Loans are to be funded as Fixed Rate Advances or Reference Rate Advances, by not later than 1:00 P.M. (Minneapolis time) on the date on which the Agent receives such request from the Company. Each Lender shall deposit into the Collateral Account in Immediately Available Funds by not later than 2:30 P.M. (Minneapolis time) on the applicable Borrowing Date the total amount of the Working Capital Loans to be made by such Lender; provided, however, that with respect to the Working Capital Loans to be -------- ------- made by it on the Effective Date, each Lender may offset against such Working Capital Loans all or a portion of its outstanding Existing Working Capital Advances, if any. Unless the Agent shall have received notice from a Lender prior to 2:30 P.M. (Minneapolis time) on the date any Working Capital Loans are to be made that such Lender will not make available to the Agent the Working Capital Loans to be made by such Lender on such date, the Agent may assume that such Lender has made such Working Capital Loans available to the Agent on such date and the Agent in its sole discretion may, in reliance upon such assumption, make available to the Company on such date a corresponding amount on behalf of such Lender. If a Lender shall not have timely given such a notice, and to the extent such Lender shall not have so made available to the Agent the Working Capital Loans to be made by such Lender on such date and the Agent shall have so made available to the Company a corresponding amount on behalf of such Lender, such Lender shall, on demand, pay to the Agent such corresponding amount together with interest thereon, at the Federal Funds Effective Rate, for each day from the date such amount shall have been so made available by the Agent to the Company until the date such amount shall have been repaid to the Agent. If such Lender does not pay such corresponding amount promptly upon the Agent's demand therefor, the Agent shall promptly notify the Company and the Company shall immediately repay such corresponding amount to the Agent together with accrued interest thereon at the applicable rate or rates provided in Section 2.04. Each request for a Working Capital Loan shall be deemed to be a representation by the Company that (i) no Event of Default or Unmatured Event of Default has occurred or will exist upon the making of the requested Working Capital Loan and (ii) the representations and warranties contained in Section 3 hereof, in Section 5 of the Pledge and Security Agreement, and in Section 15 of the Guaranty are true and correct with the same force and effect as if made on and as of the date of such request.
Appears in 1 contract
Manner of Borrowing. The Company Borrower shall give the Agent ------------------- telephonic at least same Business Day's written notice (by telecopy or otherwise) of each request for Working Capital Loans not later than 12:00 noon (Minneapolis time) on the applicable Borrowing Date, specifying the aggregate amount intended borrowing of Working Capital Loans requesteda Base Rate Loan, and whether the Working Capital Loans to be made at least three (3) Business Day's written notice (by telecopy or otherwise) of each Lender are to be funded as Fixed Rate Advances or Reference Rate Advances; provided, that any portion intended borrowing of a -------- Working Capital Loan not so designated LIBOR Loan. Each such notice (herein a "Notice of Borrowing") shall be made as in the form of Exhibit A and shall specify the date of the intended borrowing, and the initial Applicable Interest Rate and Applicable Interest Period selected by Borrower in respect of the anticipated Loan. Each Notice of Borrowing shall be effective upon receipt, except that notices received by Agent after 10:30 a.m., Seattle time, on a Reference Rate Advance. The Company shall promptly confirm any such request by delivering to the Agent a duly completed and executed Confirmation of Borrowing/Paydown/Conversion. On the Effective Date, the Company Business Day shall be deemed to be received on the immediately succeeding Business Day. All such notices shall be irrevocable and shall constitute a representation and warranty by Borrower that as of the date of the notice the statements set forth in Article 4 hereof are true and correct and that no Event of Default or Potential Event of Default shall have requested Working Capital Loans in an amount equal to the outstanding principal balance occurred and be continuing. On receipt of all Existing Working Capital Advances. The such Notice of Borrowing, Agent shall promptly (on the same day, if possible) notify each Lender by telephone (confirmed promptly by telex or telecopy), telex or telecopy of the information set forth in the Notice of Borrowing. Each Lender shall before 12:00 p.m. Seattle time on the specified date of borrowing pay such Lender's Pro Rata Share of the Working Capital Loans requestedrequested borrowing in immediately available funds to Agent at its Payment Address. Upon fulfillment to Agent's satisfaction of the applicable conditions set forth in Article 3, and whether after receipt by Agent of such Lender's Working Capital funds, Agent will make such funds available to Borrower. All Loans are outstanding under the Prior Loan Agreement shall immediately upon the Effective Date be deemed Loans under this Agreement, with the same payment terms and Interest Period as then in effect, but with the LIBOR Spread increased to be funded as Fixed Rate Advances or Reference Rate Advances, by not later than 1:00 P.M. (Minneapolis time) on the date on which the Agent receives such request from the Companythat applicable under this Agreement. Each Lender may, at its option, fund its own Commitment hereunder notwithstanding any default by the other Lender in advancing its Commitment. In such event, Agent shall deposit thereafter take such disproportionate funding into the Collateral Account account in Immediately Available Funds by not later than 2:30 P.M. (Minneapolis time) on the applicable Borrowing Date the total amount allocating principal and interest repayments to Lenders. The foregoing right of a Lender to advance funds in spite of the Working Capital Loans to be made by such other Lender; provided, however, that with 's default shall not prejudice or limit in any respect to the Working Capital Loans to be -------- ------- made by it on the Effective Date, each Lender may offset against such Working Capital Loans all or a portion rights of its outstanding Existing Working Capital Advances, if any. Unless the Agent shall have received notice from a Lender prior to 2:30 P.M. (Minneapolis time) on the date any Working Capital Loans are to be made that such Lender will not make available to or Borrower against the Agent the Working Capital Loans to be made by such Lender on such date, the Agent may assume that such Lender has made such Working Capital Loans available to the Agent on such date and the Agent in its sole discretion may, in reliance upon such assumption, make available to the Company on such date a corresponding amount on behalf of such defaulting Lender. If a Lender shall not have timely given such a notice, and to the extent such Lender shall not have so made available to the Agent the Working Capital Loans to be made by such Lender on such date and the Agent shall have so made available to the Company a corresponding amount on behalf of such Lender, such Lender shall, on demand, pay to the Agent such corresponding amount together with interest thereon, at the Federal Funds Effective Rate, for each day from the date such amount shall have been so made available by the Agent to the Company until the date such amount shall have been repaid to the Agent. If such Lender does not pay such corresponding amount promptly upon the Agent's demand therefor, the Agent shall promptly notify the Company and the Company shall immediately repay such corresponding amount to the Agent together with accrued interest thereon at the applicable rate or rates provided in Section 2.04. Each request for a Working Capital Loan shall be deemed to be a representation by the Company that (i) no Event of Default or Unmatured Event of Default has occurred or will exist upon the making of the requested Working Capital Loan and (ii) the representations and warranties contained in Section 3 hereof, in Section 5 of the Pledge and Security Agreement, and in Section 15 of the Guaranty are true and correct with the same force and effect as if made on and as of the date of such request.
Appears in 1 contract
Sources: Loan Agreement (Itron Inc /Wa/)
Manner of Borrowing. The Company NCMC shall give the Agent ------------------- telephonic notice of each request for Working Capital Warehousing Loans not later than 12:00 noon 1:00 P.M. (Minneapolis time) on the applicable requested Borrowing Date, specifying and each request for Swingline Loans not later than 3:30 p.m. (Minneapolis time) on the requested Borrowing Date. On the Effective Date, NCMC shall be deemed to have requested Warehousing Loans in an amount equal to the outstanding principal balance of all Existing Warehousing Loans, and such Warehousing Loans shall be used to refund such Existing Warehousing Loans. Each request for Warehousing Loans or Swingline Loans shall specify the aggregate amount of Working Capital Warehousing Loans requestedor Swingline Loans, as the case may be, requested and whether the Working Capital such Loans to be made by each Lender are to be funded as Fixed Balance Funded Rate Advances, Prime Rate Advances or Reference Rate Eurodollar Advances; providedPROVIDED, that any portion of a -------- Working Capital Loan not so designated shall be made funded as a Reference Rate Eurodollar Advance. The Company shall promptly NCMC shall, not later than the following Business Day, confirm any such request by delivering to the Agent a duly completed and executed Confirmation of Borrowing/Paydown/Conversion. On the Effective Date, the Company shall be deemed to have requested Working Capital Loans in an amount equal to the outstanding principal balance of all Existing Working Capital Advances. The Agent shall notify each Lender by not later than 2:00 P.M. (Minneapolis time) on the date it receives such request of each request for Warehousing Loans received from NCMC, of such Lender's Pro Rata Share of the Working Capital Warehousing Loans requested, requested and whether such Lender's Working Capital Warehousing Loans are to be funded as Fixed Balance Funded Rate Advances, Prime Rate Advances or Reference Rate Eurodollar Advances, by not later than 1:00 P.M. (Minneapolis time) on the date on which the Agent receives such request from the Company. Each Lender shall deposit into the Collateral Account in Immediately Available Funds by not later than 2:30 3:00 P.M. (Minneapolis time) on the applicable Borrowing Date the total amount of the Working Capital Warehousing Loans to be made by such Lender; provided. On the Borrowing Date of requested Swingline Loans, however, that with respect to USBNA may deposit into the Working Capital Loans to be -------- ------- made Collateral Account in Immediately Available Funds by it not later than 4:00 p.m. (Minneapolis time) on the Effective Date, each Lender may offset against such Working Capital Loans all or a portion requested Borrowing Date the amount of its outstanding Existing Working Capital Advances, if anythe requested Swingline Loans. Unless the Agent shall have received notice from a Lender prior to 2:30 3:00 P.M. (Minneapolis time) on the date any Working Capital Loans are to be made Borrowing Date that such Lender will not make available to the Agent the Working Capital Warehousing Loans to be made by such Lender on such date, the Agent may assume that such Lender has made such Working Capital Loans Warehousing Loan available to the Agent on such date and the Agent in its sole discretion may, in reliance upon such assumption, make available to the Company NCMC on such suc h date a corresponding amount on behalf of such Lender. If a Lender shall not have timely given such a notice, and to the extent such Lender shall not have so made available to the Agent the Working Capital Warehousing Loans to be made by such Lender on such date and the Agent shall have so made available to the Company NCMC a corresponding amount on behalf of such Lender, such Lender shall, on demand, pay to the Agent such corresponding amount together with interest thereon, at the Federal Funds Effective Rate, for each day from the date such amount shall have been so made available by the Agent to the Company NCMC until the date such amount shall have been repaid to the Agent. If such Lender does not pay such corresponding amount promptly upon the Agent's demand therefor, the Agent shall promptly notify the Company Borrowers and the Company Borrowers shall immediately repay such corresponding amount to the Agent together with accrued interest thereon at the applicable rate or rates provided in Section 2.04. Each request for a Working Capital Loan Warehousing Loans or Swingline Loans shall be deemed to be a representation by the Company NCMC that (i) no Event of Default or Unmatured Event of Default has occurred or will exist upon the making of the requested Working Capital Loan Warehousing Loans or Swingline Loans and (ii) the representations and warranties contained in Section 3 hereof, in Section 5 of the Pledge and Security Agreement, in Section 4 of the Servicing Security Agreement, and in Section 15 of the Guaranty are true and correct with the same force and effect as if made on and as of the date of such request.
Appears in 1 contract
Manner of Borrowing. The Company (a) Borrowers have requested that, as a convenience to each of them, all requests for Revolving Advances and the extension of any other financial accommodations to either of them under this Agreement shall give be made only by Borrower TACT, acting in its capacity as agent for both Borrowers.
(b) In furtherance of the Agent ------------------- telephonic notice of each request for Working Capital Loans not later than 12:00 noon (Minneapolis time) on the applicable Borrowing Dateforegoing, specifying the aggregate amount of Working Capital Loans requestedBorrowers hereby direct, and whether Lender hereby agrees, that the Working Capital Loans making of Revolving Advances and the extension of any other financial accommodations extended to either Borrower under this Agreement shall be made by each Lender are Borrower TACT, acting in its capacity as agent as aforesaid.
(c) Borrowers further authorize Borrower TACT, acting in its capacity as agent as aforesaid, to be funded designate any Revolving Advance received hereunder and any other financial accommodation extended hereunder as Fixed Rate Advances having been made, issued or Reference Rate Advances; provided, that any portion extended for the account of a -------- Working Capital Loan not so the Borrower designated shall be made as a Reference Rate Advance. The Company shall promptly confirm by Borrower TACT.
(d) In the absence of any such request by delivering to the Agent a duly completed and executed Confirmation of Borrowing/Paydown/Conversion. On the Effective Datedesignation, the Company shall request will be deemed to have requested Working Capital Loans in an amount equal to the outstanding principal balance of all Existing Working Capital Advances. The Agent shall notify each Lender of such Lender's Pro Rata Share of the Working Capital Loans requested, and whether such Lender's Working Capital Loans are to be funded as Fixed Rate Advances or Reference Rate Advances, by not later than 1:00 P.M. (Minneapolis time) on the date on which the Agent receives such request from the Company. Each Lender shall deposit into the Collateral Account in Immediately Available Funds by not later than 2:30 P.M. (Minneapolis time) on the applicable Borrowing Date the total amount of the Working Capital Loans to be been made by such Lender; provided, however, that with respect to the Working Capital Loans to be -------- ------- made by it on the Effective Date, each Lender may offset against such Working Capital Loans all or a portion of its outstanding Existing Working Capital Advances, if any. Unless the Agent shall have received notice from a Lender prior to 2:30 P.M. (Minneapolis time) on the date any Working Capital Loans are to be made that such Lender will not make available to the Agent the Working Capital Loans to be made by such Lender on such date, the Agent may assume that such Lender has made such Working Capital Loans available to the Agent on such date and the Agent in its sole discretion may, in reliance upon such assumption, make available to the Company on such date a corresponding amount on behalf of Borrower TACT for itself.
(e) Notwithstanding Borrower TACT's designation (or lack of a designation) as it relates to any such Lender. If Revolving Advance or any such other financial accommodation as having been made or extended for the account of a designated Borrower, Lender shall not have timely given such may in addition to charging a noticespecific loan account of the designated Borrower also charge the joint and several Revolving Loan account of both Borrowers.
(f) The authority of Borrower TACT, acting in its capacity as agent as aforesaid, to so request Revolving Advances or other financial accommodations on behalf of, and to the extent such Lender bind, Borrowers, shall not have so made available continue unless and until Lender's actual receipt of written notice from both Borrowers as to the Agent the Working Capital Loans to be made by such Lender on such date and the Agent shall have so made available to the Company a corresponding amount on behalf termination of such Lenderauthority, such Lender shall, on demand, pay to the Agent such corresponding amount together with interest thereon, at the Federal Funds Effective Rate, for each day from the date such amount shall have been so made available which notice must be signed by the Agent to the Company until the date such amount shall have been repaid to the Agent. If such Lender does not pay such corresponding amount promptly upon the Agent's demand thereforrespective President of each Borrower, the Agent shall promptly notify the Company and the Company shall immediately repay such corresponding amount to the Agent together with accrued interest thereon at the applicable rate or rates provided in Section 2.04. Each request for a Working Capital Loan which notice must be binding on both Borrowers and shall be deemed effective only as to be a representation by the Company Revolving Advances made or financial accommodations extended more than sixty (60) days following Lender's receipt of such notice. Borrowers understand that (i) no Lender's receipt of any such written notice constitutes an Event of Default or Unmatured Event under the Loan Agreement.
(g) Notwithstanding the foregoing, it is the intent of Default has occurred or will exist upon this Agreement that each entity named as Borrower shall be considered individually and collectively as a "Borrower" hereunder regardless whether any such entity actually receives the making proceeds of the requested Working Capital Revolving Loan or any Revolving Advances made thereunder or any financial accommodation provided hereunder and (ii) regardless which entity is the representations source of any Collateral, it being further intended that each entity named as "Borrower" is and warranties contained in Section 3 hereof, in Section 5 shall be jointly and severally liable as a "Borrower" for the payment of the Pledge and Security Agreement, and in Section 15 of the Guaranty are true and correct with the same force and effect as if made on and as of the date of such requestall Obligations.
Appears in 1 contract
Sources: Loan and Security Agreement (A Consulting Team Inc)
Manner of Borrowing. The (a) Request for Borrowing. Each request by Company to Administrative --------------------- Agent for a Borrowing under Section 2.01 hereof (a "Request for Borrowing") shall give the Agent ------------------- telephonic notice of each request for Working Capital Loans not later than 12:00 noon (Minneapolis time) on the applicable Borrowing Date, specifying specify the aggregate amount of Working Capital Loans requestedsuch requested Borrowing, the requested date of such Borrowing, and, when the request for Borrowing specifies a Eurodollar Borrowing or a CD Borrowing, the Interest Period which shall be applicable thereto. Company shall furnish to Administrative Agent the Request for Borrowing at least three (3) Eurodollar Business Days prior to the requested Eurodollar Borrowing date (which must be a Eurodollar Business Day) and whether at least two (2) Business Days prior to the Working Capital Loans to requested borrowing date (which must be a Business Day) for a CD Borrowing. A Floating Base Borrowing may be made the same date on which a Request for Borrowing is received by each Lender are to be funded as Fixed Rate Advances or Reference Rate Advances; provided, that any portion Administrative Agent. Any such Request for Borrowing shall: (i) in the case of a -------- Working Capital Loan not so designated Floating Base Borrowing, be in the form attached hereto as Exhibit "B", (ii) in the case of a CD Borrowing, be in the form attached hereto as Exhibit "C" and (iii) in the case of a Eurodollar Borrowing, be in the form attached hereto as Exhibit "D". Each Borrowing shall be made as a Reference Rate Advancein an aggregate principal amount of $5,000,000 or any integral multiple of $1,000,000. The Company shall promptly confirm Any Request for Borrowing received by Administrative Agent after 12:00 noon (New York City time) on any such request by delivering to the Agent a duly completed and executed Confirmation of Borrowing/Paydown/Conversion. On the Effective Date, the Company Business Day shall be deemed to have requested Working Capital Loans in an amount equal been received on the next succeeding Business Day. Prior to making a Request for Borrowing, Company may (without specifying whether the outstanding principal balance of all Existing Working Capital Advancesanticipated Borrowing shall be a Floating Base Borrowing, CD Borrowing or Eurodollar Borrowing) request that Administrative Agent provide Company with the most recent CD Quoted Rate and InterBank Offered Rate available to Reference Banks. The Administrative Agent shall provide such quoted rates to Company on the date of such request. Each Request for Borrowing shall be irrevocable and binding on Company and, in respect of the Borrowing specified in such Request for Borrowing, Company shall indemnify each Bank against any cost, loss or expense incurred by such Bank as a result of any failure to fulfill, on or before the date specified for such Borrowing, the conditions to such Borrowing set forth herein, including without limitation, any cost, loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Bank to fund the Advance to be made by such Bank as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. After receiving a Request for Borrowing in the manner provided herein, Administrative Agent shall promptly notify each Lender Bank by telephone (confirmed immediately by telex, telecopy or cable), telecopy, telex or cable of the amount of the Borrowing and such Bank's pro rata share of such Lender's Pro Rata Share of the Working Capital Loans requestedBorrowing, and whether such Lender's Working Capital Loans are to be funded as Fixed Rate Advances or Reference Rate Advances, by not later than 1:00 P.M. (Minneapolis time) on the date on which the Agent receives such request from the Company. Each Lender shall deposit into the Collateral Account in Immediately Available Funds by not later than 2:30 P.M. (Minneapolis time) on the applicable Borrowing Date the total amount of the Working Capital Loans is to be made by such Lender; providedmade, however, that with respect to the Working Capital Loans to be -------- ------- made by it on the Effective Date, each Lender may offset against such Working Capital Loans all or a portion of its outstanding Existing Working Capital Advancesinterest option selected and, if any. Unless the Agent shall have received notice from a Lender prior to 2:30 P.M. (Minneapolis time) on the date any Working Capital Loans are to be made that such Lender will not make available to the Agent the Working Capital Loans to be made by such Lender on such dateapplicable, the Agent may assume that such Lender has made such Working Capital Loans available to the Agent on such date and the Agent in its sole discretion may, in reliance upon such assumption, make available to the Company on such date a corresponding amount on behalf of such Lender. If a Lender shall not have timely given such a notice, and to the extent such Lender shall not have so made available to the Agent the Working Capital Loans to be made by such Lender on such date and the Agent shall have so made available to the Company a corresponding amount on behalf of such Lender, such Lender shall, on demand, pay to the Agent such corresponding amount together with interest thereon, at the Federal Funds Effective Rate, for each day from the date such amount shall have been so made available by the Agent to the Company until the date such amount shall have been repaid to the Agent. If such Lender does not pay such corresponding amount promptly upon the Agent's demand therefor, the Agent shall promptly notify the Company and the Company shall immediately repay such corresponding amount to the Agent together with accrued interest thereon at the applicable rate or rates provided in Section 2.04. Each request for a Working Capital Loan shall be deemed to be a representation by the Company that (i) no Event of Default or Unmatured Event of Default has occurred or will exist upon the making of the requested Working Capital Loan and (ii) the representations and warranties contained in Section 3 hereof, in Section 5 of the Pledge and Security Agreement, and in Section 15 of the Guaranty are true and correct with the same force and effect as if made on and as of the date of such requestInterest Period selected.
Appears in 1 contract
Manner of Borrowing. The Company shall give the Agent ------------------- telephonic notice of each request for Working Capital Warehousing Loans not later than 12:00 noon than1:00 P.M. (Minneapolis time) on the applicable requested Borrowing Date, specifying and each request for Swingline Loans not later than 3:30p.m. (Minneapolis time) on the requested Borrowing Date. On the Effective Date, the Company shall be deemed to have requested Warehousing Loans in an amount equal to the outstanding principal balance of all Existing Warehousing Loans and Existing Working Capital Loans, and such Warehousing Loans shall be used to refund such Existing Warehousing Loans and Existing Working Capital Loans. Each request for Warehousing Loans or Swingline Loans shall specify the aggregate amount of Working Capital Warehousing Loans requestedor Swingline Loans, as the case may be, requested and whether the Working Capital such Loans to be made by each Lender are to be funded as Eurodollar Advances, Fixed Rate Advances or Reference Rate Advances; provided, that any portion of a -------- Working Capital Loan not so designated shall be made funded as a Reference Rate Eurodollar Advance. The Company shall promptly shall, not later than the following Business Day, confirm any such request by delivering to the Agent a duly completed and executed Confirmation of Borrowing/Paydown/Conversion. On the Effective Date, the Company shall be deemed to have requested Working Capital Loans in an amount equal to the outstanding principal balance of all Existing Working Capital Advances. The Agent shall notify each Lender by not later than 2:00 P.M. (Minneapolis time) on the date it receives such request of each request for Warehousing Loans received from the Company, of such Lender's Pro Rata Share of the Working Capital Warehousing Loans requested, requested and whether such Lender's Working Capital Warehousing Loans are to be funded as Fixed Rate Advances or Reference Rate Advances, by not later than 1:00 P.M. (Minneapolis time) on the date on which the Agent receives such request from the CompanyEurodollar Advances or Fixed Rate Advances. Each Lender shall deposit into the Collateral Account in Immediately Available Funds by not later than 2:30 3:00 P.M. (Minneapolis time) on the applicable Borrowing Date the total amount of the Working Capital Warehousing Loans to be made by such Lender; provided. On the Borrowing Date of requested Swingline Loans, however, that with respect to USBNA may deposit into the Working Capital Loans to be -------- ------- made Collateral Account in Immediately Available Funds by it not later than 4:00 p.m. (Minneapolis time) on the Effective Date, each Lender may offset against such Working Capital Loans all or a portion requested Borrowing Date the amount of its outstanding Existing Working Capital Advances, if anythe requested Swingline Loans. Unless the Agent shall have received notice from a Lender prior to 2:30 3:00 P.M. (Minneapolis time) on the date any Working Capital Loans are to be made Borrowing Date that such Lender will not make available to the Agent the Working Capital Warehousing Loans to be made by such Lender on such date, the Agent may assume that such Lender has made such Working Capital Loans Warehousing Loan available to the Agent on such date and the Agent in its sole discretion may, in reliance upon such assumption, make available to the Company on such date a corresponding amount on behalf of such Lender. If a Lender shall not have timely given such a notice, and to the extent such Lender shall not have so made available to the Agent the Working Capital Warehousing Loans to be made by such Lender on such date and the Agent shall have so made available to the Company a corresponding amount on behalf of such Lender, such Lender shall, on demand, pay to the Agent such corresponding amount together with interest thereon, at the Federal Funds Effective Rate, for each day from the date such amount shall have been so made available by the Agent to the Company until the date such amount shall have been repaid to the Agent. If such Lender does not pay such corresponding amount promptly upon the Agent's demand therefor, the Agent shall promptly notify the Company and the Company shall immediately repay such corresponding amount to the Agent together with accrued interest thereon at the applicable rate or rates provided in Section 2.04. Each request for a Working Capital Loan Warehousing Loans or Swingline Loans shall be deemed to be a representation by the Company that (i) no i)no Event of Default or Unmatured Event of Default has occurred or will exist upon the making of the requested Working Capital Loan Warehousing Loans and (ii) the ii)the representations and warranties contained in Section 3 hereof, in Section 5 Section5 of the Pledge and Security Agreement, in Section ___ of the Servicing Security Agreement, and in Section 15 of the Guaranty are true and correct with the same force and effect as if made on and as of the date of such request.
Appears in 1 contract
Manner of Borrowing. The Company Borrower shall give the Administrative Agent ------------------- telephonic notice of each request for Working Capital Loans Advances or Working Capital Swing Line Advances not later than 11:00 a.m. (Minneapolis time) on the applicable Working Capital Advance Date, specifying the aggregate amount of Working Capital Advances requested, the Working Capital Advances or Working Capital Swing Line Advances to be made by each Working Capital Lender, whether such Working Capital Advances or Working Capital Swing Line Advances are P&I Advances, T&I Advances, Foreclosure Advances and/or Investment Loan Advances, and the portions of such Working Capital Advances that are to be funded as Floating Eurodollar Rate Borrowings, Fixed Rate Borrowings or Alternate Base Rate Borrowings; provided, that any portion of a Working Capital Advance or Working Capital Swing Line Advance not so designated shall be funded as an Alternate Base Rate Borrowing; and provided, further, that such designation or, in the absence of such designation, the preceding proviso clause, shall be effective only with respect to that portion of the outstanding Working Capital Advances of a Lender other than First Bank which is not to be funded as a Designated Fixed Rate Advance in accordance with Section 2.05(d). The Borrower shall promptly confirm any such request by delivering to the Administrative Agent a duly completed and executed Confirmation. The Administrative Agent shall, by not later than 12:00 noon (Minneapolis time) on the applicable Borrowing Date, specifying the aggregate amount of date on which such request for Working Capital Loans requestedAdvances is received by it from the Borrower, and whether the notify each Working Capital Loans to be made by each Lender are to be funded as Fixed Rate Advances or Reference Rate Advances; provided, that any portion of a -------- Working Capital Loan not so designated shall be made as a Reference Rate Advance. The Company shall promptly confirm any such request by delivering to the Agent a duly completed and executed Confirmation of Borrowing/Paydown/Conversion. On the Effective Date, the Company shall be deemed to have requested Working Capital Loans in an amount equal to the outstanding principal balance of all Existing Working Capital Advances. The Agent shall notify each Lender of such request, of such Working Capital Lender's Pro Rata Share of the Working Capital Loans Advances requested, the applicable Working Capital Advance Date therefor, and whether the portions of such Working Capital Lender's Working Capital Loans Advances that are to be funded as Floating Eurodollar Rate Borrowings, Fixed Rate Advances Borrowings or Reference Alternate Base Rate Advances, by not later than 1:00 P.M. (Minneapolis time) on the date on which the Agent receives such request from the CompanyBorrowings. Each Working Capital Lender shall deposit into the Collateral Account in Immediately Available Funds by not later than 2:30 P.M. 3:00 p.m. (Minneapolis time) on the applicable Borrowing said Working Capital Advance Date the total amount of the Working Capital Loans Advances to be made by such Lender; provided, however, that with respect to the Working Capital Loans to be -------- ------- made by it on the Effective Date, each Lender may offset against such Working Capital Loans all or a portion of its outstanding Existing Working Capital Advances, if anyLender. Unless the Administrative Agent shall have received notice from a Working Capital Lender prior to 2:30 P.M. 3:00 p.m. (Minneapolis time) on the date any Working Capital Loans Advances are to be made that such Lender will not make available to the Administrative Agent the Working Capital Loans Advances to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such Working Capital Loans Advances available to the Administrative Agent on such date and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Company Borrower on such date a corresponding amount on behalf of such Lender. If a Working Capital Lender shall not have timely given such a notice, and to the extent such Lender shall not have so made available to the Administrative Agent the Working Capital Loans Advances to be made by such Lender on such date and the Administrative Agent shall have so made available to the Company Borrower a corresponding amount on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent such corresponding amount together with interest thereon, at the Federal Funds Effective Rate, for each day from the date such amount shall have been so made available by the Administrative Agent to the Company Borrower until the date such amount shall have been repaid to the Administrative Agent. If such Working Capital Lender does not pay such corresponding amount promptly upon the Agent's demand therefor, the Administrative Agent shall promptly notify the Company Borrower and the Company Borrower shall immediately repay such corresponding amount to the Administrative Agent together with accrued interest thereon at the applicable rate or rates provided in Section 2.042.05. First Bank shall, not later than 3:00 p.m. (Minneapolis time) on the Working Capital Advance Date on which it makes any Working Capital Swing Line Advance, deposit the amount thereof into the Collateral Account. Each request for a Working Capital Loan Advances shall be deemed to be a representation by the Company Borrower that (i) no Event of Default or Unmatured Event of Default has occurred or will exist upon the making of the requested Working Capital Loan Advances and (ii) the representations and warranties contained in Section 3 hereof3, in Section 5 of the Pledge Warehousing and Discretionary Security Agreement and in Section 5 of the Servicing and Working Capital Security Agreement, and in Section 15 of the Guaranty are true and correct with the same force and effect as if made on and as of the date of such request. Upon the deposit of the Working Capital Advances in the Collateral Account on the applicable Working Capital Advance Date, the Administrative Agent shall transfer the proceeds thereof to the account or accounts designated by the Borrower in its notice to the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Harbourton Financial Services L P)
Manner of Borrowing. The Company (a) Whenever Borrower desires to use the LIBOR Borrowing Rate, Borrower shall give the Agent ------------------- telephonic U.S. Bank irrevocable notice of each request for Working Capital Loans not later than 12:00 noon (Minneapolis either in writing or orally and promptly confirmed in writing) between 8:00 a.m. and 1:00 p.m. (Seattle, Washington time) on two Business Days prior to the applicable desired effective date of the LIBOR Borrowing DateRate ("Borrowing Notice"). Any oral Borrowing Notice shall be given by, specifying and any written Borrowing Notice or confirmation of an oral Borrowing Notice shall be signed by Pau▇ ▇▇▇▇▇▇▇, ▇av▇▇ ▇▇▇▇▇▇▇▇▇, ▇r Ann▇ ▇▇▇▇▇▇▇, ▇ach of whom is authorized to request Loans, until written notice by Borrower of the aggregate revocation of such authority is received by U.S. Bank. Each Borrowing Notice shall specify the requested effective date of the LIBOR Borrowing Rate, the Interest Period, the amount of Working Capital Loans requestedthe LIBOR Rate Borrowing, and whether Borrower is requesting a new advance at the Working Capital Loans to be made by each Lender are to be funded as Fixed Rate Advances LIBOR Borrowing Rate, conversion of all or Reference Rate Advances; provided, that any portion of the Prime Rate Borrowing to a -------- Working Capital Loan LIBOR Rate Borrowing, or a new Interest Period for an outstanding LIBOR Rate Borrowing. Notwithstanding any other term of this Agreement, Borrower may elect the LIBOR Borrowing Rate to apply to Loans or portions thereof only in the minimum principal amount of $500,000. In the event Borrower has not so designated shall be made as given U.S. Bank a Reference Borrowing Notice two Business Days in advance of the expiration of any Interest Period of Borrower's intent to convert a LIBOR Rate Advance. The Company shall promptly confirm any such request by delivering Borrowing to a new LIBOR Rate Borrowing at the Agent a duly completed and executed Confirmation of Borrowing/Paydown/Conversion. On the Effective Date, the Company shall be deemed to have requested Working Capital Loans in an amount equal to the outstanding principal balance of all Existing Working Capital Advances. The Agent shall notify each Lender expiration of such LenderInterest Period, then such LIBOR Rate Borrowing will, at U.S. Bank's Pro Rata Share of the Working Capital Loans requested, and whether such Lender's Working Capital Loans are to be funded as Fixed Rate Advances or Reference Rate Advances, by not later than 1:00 P.M. (Minneapolis time) on the date on which the Agent receives such request from the Company. Each Lender shall deposit into the Collateral Account in Immediately Available Funds by not later than 2:30 P.M. (Minneapolis time) on the applicable Borrowing Date the total amount of the Working Capital Loans to be made by such Lender; provided, however, that with respect to the Working Capital Loans to be -------- ------- made by it on the Effective Date, each Lender may offset against such Working Capital Loans all or a portion of its outstanding Existing Working Capital Advances, if any. Unless the Agent shall have received notice from a Lender prior to 2:30 P.M. (Minneapolis time) on the date any Working Capital Loans are to be made that such Lender will not make available to the Agent the Working Capital Loans to be made by such Lender on such date, the Agent may assume that such Lender has made such Working Capital Loans available to the Agent on such date and the Agent in its sole discretion may, in reliance upon such assumption, make available to the Company on such date a corresponding amount on behalf of such Lender. If a Lender shall not have timely given such a notice, and to the extent such Lender shall not have so made available to the Agent the Working Capital Loans to be made by such Lender on such date and the Agent shall have so made available to the Company a corresponding amount on behalf of such Lender, such Lender shall, on demand, pay to the Agent such corresponding amount together with interest thereonoption, at the Federal Funds Effective Rateexpiration of such Interest Period, for each day from the date such amount shall have been so made available by the Agent to the Company until the date such amount shall have been repaid to the Agent. If such Lender does not pay such corresponding amount promptly upon the Agent's demand therefor, the Agent shall promptly notify the Company and the Company shall immediately repay such corresponding amount to the Agent together with accrued interest thereon at the applicable rate or rates provided in Section 2.04. Each request for a Working Capital Loan shall be deemed to be a representation by the Company that (i) no Event of Default or Unmatured Event of Default has occurred or Prime Rate Borrowing. Until such reversion to a Prime Borrowing Rate, interest will exist upon the making of the requested Working Capital Loan and (ii) the representations and warranties contained in Section 3 hereof, in Section 5 of the Pledge and Security Agreement, and in Section 15 of the Guaranty are true and correct with the same force and effect as if made accrue on and as of the date of such request.LIBOR Rate Borrowing at
Appears in 1 contract
Manner of Borrowing. The Company shall give the Agent ------------------- telephonic notice of each request for Working Capital Warehousing Loans not later than 12:00 noon 1:00 p.m. (Minneapolis time) on the applicable requested Borrowing Date, specifying Date if Warehousing Loans are requested and not later than 3:00 p.m. (Minneapolis time) on the requested Borrowing Date if Swingline Loans are requested. Each request for Warehousing Loans or Swingline Loans shall specify (i) the aggregate amount of Working Capital Warehousing Loans requestedor Swingline Loans, as the case may be, requested and (ii) whether the Working Capital such Warehousing Loans or Swingline Loans to be made by each Lender are to be funded as Fixed Rate Advances Eurodollar Advances, or Reference Rate Advances; provided, that any portion of a -------- Working Capital Loan not so otherwise designated shall be made funded as a Reference Rate Eurodollar Advance. The Company shall promptly confirm any such request by delivering to the Agent a duly completed and executed Confirmation of Borrowing/Paydown/Paydown/ Conversion. On the Effective Date, the Company shall be deemed to have requested Working Capital Loans in an amount equal to the outstanding principal balance of all Existing Working Capital Advances. The Agent shall notify each Lender by not later than 2:00 p.m. (Minneapolis time) on the date it receives such request of each request for Warehousing Loans received from the Company, of such Lender's Pro Rata Share of the Working Capital Warehousing Loans requested, requested and whether such Lender's Working Capital Warehousing Loans are to be funded as Fixed Reference Rate Advances or Reference Rate Eurodollar Advances, by not later than 1:00 P.M. (Minneapolis time) on the date on which the Agent receives such request from the Company. Each Lender shall deposit into the Collateral Account in Immediately Available Funds by not later than 2:30 P.M. 3:00 p.m. (Minneapolis time) on the applicable Borrowing Date the total amount of the Working Capital Warehousing Loans to be made by such Lender; provided. On the Borrowing Date of requested Swingline Loans, however, that with respect to U.S. Bank may deposit into the Working Capital Loans to be -------- ------- made Collateral Account in Immediately Available Funds by it not later than 4:00 p.m. (Minneapolis time) on the Effective Date, each Lender may offset against such Working Capital Loans all or a portion requested Borrowing Date the amount of its outstanding Existing Working Capital Advances, if anythe requested Swingline Loans. Unless the Agent shall have received notice from a Lender prior to 2:30 P.M. 3:00 p.m. (Minneapolis time) on the date any Working Capital Loans are to be made Borrowing Date that such Lender will not make available to the Agent the Working Capital Warehousing Loans to be made by such Lender on such date, the Agent may assume that such Lender has made such Working Capital Loans Warehousing Loan available to the Agent on such date and the Agent in its sole discretion may, in reliance upon such assumption, make available to the Company on such date a corresponding amount on behalf of such Lender. If a Lender shall not have timely given such a notice, and to the extent such Lender shall not have so made available to the Agent the Working Capital Warehousing Loans to be made by such Lender on such date and the Agent shall have so made available to the Company a corresponding amount on behalf of such Lender, such Lender shall, on demand, pay to the Agent such corresponding amount together with interest thereon, at the Federal Funds Effective Rate, for each day from the date such amount shall have been so made available by the Agent to the Company until the date such amount shall have been repaid to the Agent. If such Lender does not pay such corresponding amount promptly upon the Agent's demand therefor, the Agent shall promptly notify the Company and the Company shall immediately repay such corresponding amount to the Agent together with accrued interest thereon at the applicable rate or rates provided in Section 2.042.02. Each request for a Working Capital Loan Warehousing Loans shall be deemed to be a representation by the Company that (i) no Event of Default or Unmatured Event of Default has occurred or will exist upon the making of the requested Working Capital Loan Warehousing Loans and (ii) the representations and warranties contained in Section 3 hereof, hereof and in Section 5 of the Pledge and Security Agreement, and in Section 15 of the Guaranty are true and correct with the same force and effect as if made on and as of the date of such request.
Appears in 1 contract
Manner of Borrowing. The Company Borrower shall give the Administrative Agent ------------------- telephonic notice of each request for Working Capital Loans Warehousing Advances or Warehousing Swing Line Advances, as the case may be, not later than 12:00 noon (Minneapolis time) on the applicable Borrowing Warehousing Advance Date, in the case of Warehousing Advances, and not later than 3:00 p.m. (Minneapolis time) on such Warehousing Advance Date, in the case of Warehousing Swing Line Advances, specifying the aggregate amount of Working Capital Loans requested, Warehousing Advances or Warehousing Swing Line Advances requested and whether the Working Capital Loans to be made by each Lender such Warehousing Advances or Warehousing Swing Line Advances are to be funded as Floating Eurodollar Rate Borrowings, Fixed Rate Advances Borrowings or Reference Alternate Base Rate AdvancesBorrowings; provided, that any portion of a -------- Working Capital Loan Warehousing Advance or Warehousing Swing Line Advance not so designated shall be made funded as an Alternate Base Rate Borrowing; and provided, further, that such designation or, in the absence of such designation, the preceding proviso clause shall be effective only with respect to that portion of the Warehousing Advances of a Lender other than First Bank which is not to be funded as a Reference Designated Fixed Rate AdvanceLoan in accordance with Section 2.05(d). The Company Borrower shall promptly confirm any such request by delivering to the Administrative Agent a duly completed and executed Confirmation of Borrowing/Paydown/Conversion. On the Effective Date, the Company shall be deemed to have requested Working Capital Loans in an amount equal to the outstanding principal balance of all Existing Working Capital AdvancesConfirmation. The Administrative Agent shall notify each Lender of such Lender's Pro Rata Share of the Working Capital Loans requested, and whether such Lender's Working Capital Loans are to be funded as Fixed Rate Advances or Reference Rate Advancesshall, by not later than 1:00 P.M. p.m. (Minneapolis time) on the date on which the Agent receives such a request for Warehousing Advances is received by it from the CompanyBorrower, notify each Warehousing Lender of such request, of such Warehousing Lender's Pro Rata Share of the Warehousing Advances requested, the applicable Warehousing Advance Date therefor, and whether such Warehousing Lender's Warehousing Advances are to be funded as Floating Eurodollar Rate Borrowings, Fixed Rate Borrowings or Alternate Base Rate Borrowings. Each Warehousing Lender shall deposit into the Collateral Account in Immediately Available Funds by not later than 2:30 P.M. 3:00 p.m. (Minneapolis time) on said Warehousing Advance Date the total amount of the Warehousing Advance or Advances to be made by such Warehousing Lender. First Bank shall, not later than 4:00 p.m. (Minneapolis time) on the applicable Borrowing Warehousing Advance Date on which it makes any Warehousing Swing Line Advance, deposit the total amount of thereof into the Working Capital Loans to be made by such Lender; provided, however, that with respect to the Working Capital Loans to be -------- ------- made by it on the Effective Date, each Lender may offset against such Working Capital Loans all or a portion of its outstanding Existing Working Capital Advances, if anyCollateral Account. Unless the Administrative Agent shall have received notice from a Warehousing Lender prior to 2:30 P.M. 3:00 p.m. (Minneapolis time) on the date any Working Capital Loans Warehousing Advances are to be made that such Lender will not make available to the Administrative Agent the Working Capital Loans Warehousing Advances to be made by such Lender on such date, the Administrative Agent may assume that such Lender has made such Working Capital Loans Warehousing Advances available to the Administrative Agent on such date and the Administrative Agent in its sole discretion may, in reliance upon such assumption, make available to the Company Borrower on such date a corresponding amount on behalf of such Lender. If a Warehousing Lender shall not have timely given such a notice, and to the extent such Lender shall not have so made available to the Administrative Agent the Working Capital Loans Warehousing Advance to be made by such Lender on such date and the Administrative Agent shall have so made available to the Company Borrower a corresponding amount on behalf of such Lender, such Lender shall, on demand, pay to the Administrative Agent such corresponding amount together with interest thereon, at the Federal Funds Effective Rate, for each day from the date such amount shall have been so made available by the Administrative Agent to the Company Borrower until the date such amount shall have been repaid to the Administrative Agent. If such Warehousing Lender does not pay such corresponding amount promptly upon the Agent's demand therefor, the Administrative Agent shall promptly notify the Company Borrower and the Company Borrower shall immediately repay such corresponding amount to the Administrative Agent together with accrued interest thereon at the applicable rate or rates provided in Section 2.042.05. Each request for a Working Capital Loan Warehousing Advances or Warehousing Swing Line Advances shall be deemed to be a representation by the Company Borrower that (i) no Event of Default or Unmatured Event of Default has occurred or will exist upon the making of the requested Working Capital Loan Warehousing Advances or Warehousing Swing Line Advances and (ii) the representations and warranties contained in Section 3 hereof3, in Section 5 of the Pledge Warehousing and Discretionary Security Agreement, Agreement and in Section 15 5 of the Guaranty Servicing and Working Capital Security Agreement are true and correct with the same force and effect as if made on and as of the date of such request. Upon the deposit of the Warehousing Advances and/or Warehousing Swing Line Advance in the Collateral Account on the applicable Warehousing Advance Date, the Administrative Agent shall transfer the proceeds thereof to the account or accounts designated by the Borrower in its notice to the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Harbourton Financial Services L P)
Manner of Borrowing. The (a) Request for Borrowing. Each request by Company to Administrative Agent for a Borrowing under Section 2.01 hereof (a "Request for Borrowing") shall give the Agent ------------------- telephonic notice of each request for Working Capital Loans not later than 12:00 noon (Minneapolis time) on the applicable Borrowing Date, specifying specify the aggregate amount of Working Capital Loans requestedsuch requested Borrowing, the requested date of such Borrowing, and, when the request for Borrowing specifies a Eurodollar Borrowing or a CD Borrowing, the Interest Period which shall be applicable thereto. Company shall furnish to Administrative Agent the Request for Borrowing at least three (3) Eurodollar Business Days prior to the requested Eurodollar Borrowing date (which must be a Eurodollar Business Day) and whether at least two (2) Business Days prior to the Working Capital Loans to requested borrowing date (which must be a Business Day) for a CD Borrowing. A Floating Base Borrowing may be made the same date on which a Request for Borrowing is received by each Lender are to be funded as Fixed Rate Advances or Reference Rate Advances; provided, that any portion Administrative Agent. Any such Request for Borrowing shall: (i) in the case of a -------- Working Capital Loan not so designated Floating Base Borrowing, be in the form attached hereto as Exhibit "B", (ii) in the case of a CD Borrowing, be in the form attached hereto as Exhibit "C" and (iii) in the case of a Eurodollar Borrowing, be in the form attached hereto as Exhibit "D". Each Borrowing shall be made as a Reference Rate Advancein an aggregate principal amount of $5,000,000 or any integral multiple of $1,000,000. The Company shall promptly confirm Any Request for Borrowing received by Administrative Agent after 12:00 noon (New York City time) on any such request by delivering to the Agent a duly completed and executed Confirmation of Borrowing/Paydown/Conversion. On the Effective Date, the Company Business Day shall be deemed to have requested Working Capital Loans in an amount equal been received on the next succeeding Business Day. Prior to making a Request for Borrowing, Company may (without specifying whether the outstanding principal balance of all Existing Working Capital Advancesanticipated Borrowing shall be a Floating Base Borrowing, CD Borrowing or Eurodollar Borrowing) request that Administrative Agent provide Company with the most recent CD Quoted Rate and InterBank Offered Rate available to Reference Banks. The Administrative Agent shall provide such quoted rates to Company on the date of such request. Each Request for Borrowing shall be irrevocable and binding on Company and, in respect of the Borrowing specified in such Request for Borrowing, Company shall indemnify each Bank against any cost, loss or expense incurred by such Bank as a result of any failure to fulfill, on or before the date specified for such Borrowing, the conditions to such Borrowing set forth herein, including without limitation, any cost, loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Bank to fund the Advance to be made by such Bank as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. After receiving a Request for Borrowing in the manner provided herein, Administrative Agent shall promptly notify each Lender Bank by telephone (confirmed immediately by telex, telecopy or cable), telecopy, telex or cable of the amount of the Borrowing and such Bank's pro rata share of such Lender's Pro Rata Share of the Working Capital Loans requestedBorrowing, and whether such Lender's Working Capital Loans are to be funded as Fixed Rate Advances or Reference Rate Advances, by not later than 1:00 P.M. (Minneapolis time) on the date on which the Agent receives such request from the Company. Each Lender shall deposit into the Collateral Account in Immediately Available Funds by not later than 2:30 P.M. (Minneapolis time) on the applicable Borrowing Date the total amount of the Working Capital Loans is to be made by such Lender; providedmade, however, that with respect to the Working Capital Loans to be -------- ------- made by it on the Effective Date, each Lender may offset against such Working Capital Loans all or a portion of its outstanding Existing Working Capital Advancesinterest option selected and, if any. Unless the Agent shall have received notice from a Lender prior to 2:30 P.M. (Minneapolis time) on the date any Working Capital Loans are to be made that such Lender will not make available to the Agent the Working Capital Loans to be made by such Lender on such dateapplicable, the Agent may assume that such Lender has made such Working Capital Loans available to the Agent on such date and the Agent in its sole discretion may, in reliance upon such assumption, make available to the Company on such date a corresponding amount on behalf of such Lender. If a Lender shall not have timely given such a notice, and to the extent such Lender shall not have so made available to the Agent the Working Capital Loans to be made by such Lender on such date and the Agent shall have so made available to the Company a corresponding amount on behalf of such Lender, such Lender shall, on demand, pay to the Agent such corresponding amount together with interest thereon, at the Federal Funds Effective Rate, for each day from the date such amount shall have been so made available by the Agent to the Company until the date such amount shall have been repaid to the Agent. If such Lender does not pay such corresponding amount promptly upon the Agent's demand therefor, the Agent shall promptly notify the Company and the Company shall immediately repay such corresponding amount to the Agent together with accrued interest thereon at the applicable rate or rates provided in Section 2.04. Each request for a Working Capital Loan shall be deemed to be a representation by the Company that (i) no Event of Default or Unmatured Event of Default has occurred or will exist upon the making of the requested Working Capital Loan and (ii) the representations and warranties contained in Section 3 hereof, in Section 5 of the Pledge and Security Agreement, and in Section 15 of the Guaranty are true and correct with the same force and effect as if made on and as of the date of such requestInterest Period selected.
Appears in 1 contract
Manner of Borrowing. The Company Borrower shall give the Administrative Agent ------------------- telephonic notice of each request for Working Capital Loans Discretionary Advances not later than 12:00 noon (Minneapolis time) on the applicable Borrowing DateDiscretionary Advance Date for such Discretionary Advances, specifying the aggregate amount of Working Capital Loans requested, Discretionary Advances requested and whether the Working Capital Loans Discretionary Advances to be made by each Discretionary Lender which are to be funded as Fixed Floating Eurodollar Rate Advances Borrowings or Reference Alternate Base Rate AdvancesBorrowings; provided, that any portion of a -------- Working Capital Loan Discretionary Advance not so designated shall be made funded as a Reference an Alternate Base Rate AdvanceBorrowing. Fixed Rate Borrowings shall not be available with respect to Discretionary Advances. The Company Borrower shall promptly confirm any such request by delivering to the Administrative Agent a duly completed and executed Confirmation of Borrowing/Paydown/Conversion. On the Effective Date, the Company shall be deemed to have requested Working Capital Loans in an amount equal to the outstanding principal balance of all Existing Working Capital AdvancesConfirmation. The Administrative Agent shall notify each Lender of such Lender's Pro Rata Share of the Working Capital Loans requested, and whether such Lender's Working Capital Loans are to be funded as Fixed Rate Advances or Reference Rate Advancesshall, by not later than 1:00 P.M. p.m. (Minneapolis time) on the date on which such request for Discretionary Advances is received by it from the Borrower, notify each Discretionary Lender of such request, of such Discretionary Lender's Pro Rata Share of the Discretionary Advances requested, the applicable Discretionary Advance Date therefor, and whether such Discretionary Lender's Discretionary Advances are to be funded as Floating Eurodollar Rate Borrowings or Alternate Base Rate Borrowings. Each Discretionary Lender shall give notice to the Agent receives by not later than 1:30 p.m. (Minneapolis time) on such Discretionary Advance Date stating whether or not it will make the Discretionary Advance requested of it. If, in its notice to the Lender, any Discretionary Lender declines to make the Discretionary Advance requested of it, the Administrative Agent shall promptly notify the Borrower of such fact, in which event the Borrower may request from the CompanyAdministrative Agent to request any other Discretionary Lender designated by the Borrower to make all or part of the Discretionary Advance so declined. Each Discretionary Lender that desires to make a Discretionary Advance requested of it shall deposit into the Collateral Account in Immediately Available Funds by not later than 2:30 P.M. 3:00 p.m. (Minneapolis time) on the applicable Borrowing said Discretionary Advance Date the total amount of the Working Capital Loans Discretionary Advance to be made by such Discretionary Lender; provided, however, that with respect to the Working Capital Loans to be -------- ------- made by it on the Effective Date, each Lender may offset against such Working Capital Loans all or a portion of its outstanding Existing Working Capital Advances, if any. Unless the Agent shall have received notice from a Lender prior to 2:30 P.M. (Minneapolis time) on the date any Working Capital Loans are to be made that such Lender will not make available to the Agent the Working Capital Loans to be made by such Lender on such date, the Agent may assume that such Lender has made such Working Capital Loans available to the Agent on such date and the Agent in its sole discretion may, in reliance upon such assumption, make available to the Company on such date a corresponding amount on behalf of such Lender. If a Lender shall not have timely given such a notice, and to the extent such Lender shall not have so made available to the Agent the Working Capital Loans to be made by such Lender on such date and the Agent shall have so made available to the Company a corresponding amount on behalf of such Lender, such Lender shall, on demand, pay to the Agent such corresponding amount together with interest thereon, at the Federal Funds Effective Rate, for each day from the date such amount shall have been so made available by the Agent to the Company until the date such amount shall have been repaid to the Agent. If such Lender does not pay such corresponding amount promptly upon the Agent's demand therefor, the Agent shall promptly notify the Company and the Company shall immediately repay such corresponding amount to the Agent together with accrued interest thereon at the applicable rate or rates provided in Section 2.04. Each request for a Working Capital Loan Discretionary Advances shall be deemed to be a representation by the Company Borrower that (i) no Event of Default or Unmatured Event of Default has occurred or will exist upon the making of the requested Working Capital Loan Discretionary Advances and (ii) the representations and warranties contained in Section 3 hereof3, in Section 5 of the Pledge Warehousing and Discretionary Security Agreement and in Section 5 of the Servicing and Working Capital Security Agreement, and in Section 15 of the Guaranty are true and correct with the same force and effect as if made on and as of the date of such request. Upon the deposit of the Discretionary Advances in the Collateral Account on the applicable Discretionary Advance Date, the Administrative Agent shall transfer the proceeds thereof to the account or accounts designated by the Borrower in its notice to the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Harbourton Financial Services L P)
Manner of Borrowing. The Company shall give the Agent ------------------- telephonic notice of each request for Working Capital Warehousing Loans not later than 12:00 noon 1:00 P.M. (Minneapolis time) on the applicable requested Borrowing Date, specifying and each request for Swingline Loans not later than 3:30 p.m. (Minneapolis time) on the requested Borrowing Date. On the Effective Date, the Company shall be deemed to have requested Warehousing Loans in an amount equal to the outstanding principal balance of all Existing Warehousing Loans, and such Warehousing Loans shall be used to refund such Existing Warehousing Loans. Each request for Warehousing Loans or Swingline Loans shall specify the aggregate amount of Working Capital Warehousing Loans requestedor Swingline Loans, as the case may be, requested and whether the Working Capital such Loans to be made by each Lender are to be funded as Fixed Eurodollar Advances, Balance Funded Rate Advances or Reference Rate Advances; provided, that any portion of a -------- Working Capital Loan not so designated shall be made funded as a Reference Rate Eurodollar Advance. The Company shall promptly shall, not later than the following Business Day, confirm any such request by delivering to the Agent a duly completed and executed Confirmation of Borrowing/Paydown/Conversion. On the Effective Date, the Company shall be deemed to have requested Working Capital Loans in an amount equal to the outstanding principal balance of all Existing Working Capital Advances. The Agent shall notify each Lender by not later than 2:00 P.M. (Minneapolis time) on the date it receives such request of each request for Warehousing Loans received from the Company, of such Lender's Pro Rata Share of the Working Capital Warehousing Loans requested, requested and whether such Lender's Working Capital Warehousing Loans are to be funded as Fixed Rate Advances or Reference Rate Advances, by not later than 1:00 P.M. (Minneapolis time) on the date on which the Agent receives such request from the CompanyEurodollar Advances or Balance Funded Rate Advances. Each Lender shall deposit into the Collateral Account in Immediately Available Funds by not later than 2:30 3:00 P.M. (Minneapolis time) on the applicable Borrowing Date the total amount of the Working Capital Warehousing Loans to be made by such Lender; provided. On the Borrowing Date of requested Swingline Loans, however, that with respect to USBNA may deposit into the Working Capital Loans to be -------- ------- made Collateral Account in Immediately Available Funds by it not later than 4:00 p.m. (Minneapolis time) on the Effective Date, each Lender may offset against such Working Capital Loans all or a portion requested Borrowing Date the amount of its outstanding Existing Working Capital Advances, if anythe requested Swingline Loans. Unless the Agent shall have received notice from a Lender prior to 2:30 3:00 P.M. (Minneapolis time) on the date any Working Capital Loans are to be made Borrowing Date that such Lender will not make available to the Agent the Working Capital Warehousing Loans to be made by such Lender on such date, the Agent may assume that such Lender has made such Working Capital Loans Warehousing Loan available to the Agent on such date and the Agent in its sole discretion may, in reliance upon such assumption, make available to the Company on such date a corresponding amount on behalf of such Lender. If a Lender shall not have timely given such a notice, and to the extent such Lender shall not have so made available to the Agent the Working Capital Warehousing Loans to be made by such Lender on such date and the Agent shall have so made available to the Company a corresponding amount on behalf of such Lender, such Lender shall, on demand, pay to the Agent such corresponding amount together with interest thereon, at the Federal Funds Effective Rate, for each day from the date such amount shall have been so made available by the Agent to the Company until the date such amount shall have been repaid to the Agent. If such Lender does not pay such corresponding amount promptly upon the Agent's demand therefor, the Agent shall promptly notify the Company and the Company shall immediately repay such corresponding amount to the Agent together with accrued interest thereon at the applicable rate or rates provided in Section 2.04. Each request for a Working Capital Loan Warehousing Loans or Swingline Loans shall be deemed to be a representation by the Company that (i) no Event of Default or Unmatured Event of Default has occurred or will exist upon the making of the requested Working Capital Loan Warehousing Loans and (ii) the representations and warranties contained in Section 3 hereof, in Section 5 of the Pledge and Security Agreement, in Section 4 of the Servicing Security Agreement, and in Section 15 of the Guaranty are true and correct with the same force and effect as if made on and as of the date of such request.
Appears in 1 contract
Manner of Borrowing. The Company Borrower shall give the Agent ------------------- telephonic at least same Business Day's written notice (by telecopy or otherwise) of each request for Working Capital Loans not later than 12:00 noon (Minneapolis time) on the applicable Borrowing Date, specifying the aggregate amount intended borrowing of Working Capital Loans requesteda Prime Rate Loan, and whether the Working Capital Loans to be made at least one (1) Business Day's written notice (by telecopy or otherwise) of each Lender are to be funded as Fixed Rate Advances or Reference Rate Advances; provided, that any portion intended borrowing of a -------- Working Capital Loan not so designated CD Loan, and at least two (2) Business Day's written notice (by telecopy or otherwise) of each intended borrowing of a LIBOR Loan. Each such notice (herein a "Notice of Borrowing") shall be made as in the form of Exhibit A and shall specify the date of the intended borrowing, and the initial Applicable Interest Rate and Applicable Interest Period selected by Borrower in respect of the anticipated Loan. Each Notice of Borrowing shall be effective upon receipt, except that notices received by Agent after 11:00 a.m., Seattle time, on a Reference Rate Advance. The Company shall promptly confirm any such request by delivering to the Agent a duly completed and executed Confirmation of Borrowing/Paydown/Conversion. On the Effective Date, the Company Business Day shall be deemed to be received on the immediately succeeding Business Day. All such notices shall be irrevocable and shall constitute a representation and warranty by Borrower that as of the date of the notice the statements set forth in Article 4 hereof are true and correct and that no Event of Default or Potential Event of Default shall have occurred and be continuing. on receipt of such Notice of Borrowing, Agent shall promptly (on the same day, if possible) notify each Lender by telephone (confirmed promptly by telex or telecopy), telex or telecopy of the information set forth in the Notice of Borrowing. Each Lender shall before 2:00 p.m. Seattle time on the specified date of borrowing pay such Lender's pro rata share of the requested Working Capital Loans borrowing in Seattle clearinghouse funds to Agent at its Commercial Loan Service Center. Upon fulfillment to Agent's satisfaction of the applicable conditions set forth in Article 3, and after receipt by Agent of such funds, Agent will make such funds available to Borrower. The initial Loan will be in an amount equal to or greater than the amount necessary to repay all amounts then outstanding principal balance of under the Prior Loan Agreement and shall be used to repay all Existing Working Capital Advancesamounts then outstanding under the Prior Loan Agreement. The Agent If the initial Loan is greater than the amount necessary to repay all amounts then outstanding under the Prior Loan Agreement, the excess amount after repayment shall notify each Lender of such Lender's Pro Rata Share of the Working Capital Loans requested, and whether such Lender's Working Capital Loans are to be funded as Fixed Rate Advances or Reference Rate Advances, by not later than 1:00 P.M. (Minneapolis time) on the date on which the Agent receives such request from the Company. Each Lender shall deposit into the Collateral Account in Immediately Available Funds by not later than 2:30 P.M. (Minneapolis time) on the applicable Borrowing Date the total amount of the Working Capital Loans to be made by such Lender; provided, however, that with respect disbursed to the Working Capital Loans to be -------- ------- made ordinary checking account maintained by it on the Effective Date, each Lender may offset against such Working Capital Loans all or a portion of its outstanding Existing Working Capital Advances, if any. Unless the Agent shall have received notice from a Lender prior to 2:30 P.M. (Minneapolis time) on the date any Working Capital Loans are to be made that such Lender will not make available to the Agent the Working Capital Loans to be made by such Lender on such date, the Agent may assume that such Lender has made such Working Capital Loans available to the Agent on such date and the Agent in its sole discretion may, in reliance upon such assumption, make available to the Company on such date a corresponding amount on behalf of such Lender. If a Lender shall not have timely given such a notice, and to the extent such Lender shall not have so made available to the Agent the Working Capital Loans to be made by such Lender on such date and the Agent shall have so made available to the Company a corresponding amount on behalf of such Lender, such Lender shall, on demand, pay to the Agent such corresponding amount together with interest thereon, Borrower at the Federal Funds Effective Rate, for each day from the date such amount shall have been so made available by the Agent to the Company until the date such amount shall have been repaid to the Agent. If such Lender does not pay such corresponding amount promptly upon the Agent's demand therefor, the Agent shall promptly notify the Company and the Company shall immediately repay such corresponding amount to the Agent together with accrued interest thereon at the applicable rate or rates provided in Section 2.04. Each request for a Working Capital Loan shall be deemed to be a representation by the Company that (i) no Event of Default or Unmatured Event of Default has occurred or will exist upon the making of the requested Working Capital Loan and (ii) the representations and warranties contained in Section 3 hereof, in Section 5 of the Pledge and Security Agreement, and in Section 15 of the Guaranty are true and correct with the same force and effect as if made on and as of the date of such request.'s
Appears in 1 contract
Sources: Loan Agreement (Itron Inc /Wa/)
Manner of Borrowing. The Company (a) Whenever Borrower desires to use the LIBOR Borrowing Rate, Borrower shall give the Agent ------------------- telephonic U.S. Bank irrevocable notice of each request for Working Capital Loans not later than 12:00 noon (Minneapolis either in writing or orally and promptly confirmed in writing) between 8:00 a.m. and 1:00 p.m. (Seattle, Washington time) on two Business Days prior to the applicable desired effective date of the LIBOR Borrowing DateRate ("Borrowing Notice"). Any oral Borrowing Notice shall be given by, specifying and any written Borrowing Notice or confirmation of an oral Borrowing Notice shall be signed by Paul ▇▇▇▇▇▇▇, ▇▇ad▇▇▇ ▇▇▇▇, ▇▇vi▇ ▇▇▇▇▇▇▇▇▇, ▇▇ Anne ▇▇▇▇▇▇▇, ▇▇ch of whom is authorized to request Loans, until written notice by Borrower of the aggregate revocation of such authority is received by U.S. Bank. Each Borrowing Notice shall specify the requested effective date of the LIBOR Borrowing Rate, the Interest Period, the amount of Working Capital Loans requestedthe LIBOR Rate Borrowing, and whether Borrower is requesting a new advance at the Working Capital Loans to be made by each Lender are to be funded as Fixed Rate Advances LIBOR Borrowing Rate, conversion of all or Reference Rate Advances; provided, that any portion of the Prime Rate Borrowing to a -------- Working Capital Loan LIBOR Rate Borrowing, or a new Interest Period for an outstanding LIBOR Rate Borrowing. Notwithstanding any other term of this Agreement, Borrower may elect the LIBOR Borrowing Rate to apply to Loans or portions thereof only in the minimum principal amount of $500,000. In the event Borrower has not so designated shall be made as given U.S. Bank a Reference Borrowing Notice two Business Days in advance of the expiration of any Interest Period of Borrower's intent to convert a LIBOR Rate Advance. The Company shall promptly confirm any such request by delivering Borrowing to a new LIBOR Rate Borrowing at the Agent a duly completed and executed Confirmation of Borrowing/Paydown/Conversion. On the Effective Date, the Company shall be deemed to have requested Working Capital Loans in an amount equal to the outstanding principal balance of all Existing Working Capital Advances. The Agent shall notify each Lender expiration of such Lender's Pro Rata Share of the Working Capital Loans requestedInterest Period, and whether then such Lender's Working Capital Loans are to be funded as Fixed LIBOR Rate Advances or Reference Rate Advances, by not later than 1:00 P.M. (Minneapolis time) on the date on which the Agent receives such request from the Company. Each Lender Borrowing shall deposit into the Collateral Account in Immediately Available Funds by not later than 2:30 P.M. (Minneapolis time) on the applicable Borrowing Date the total amount of the Working Capital Loans to be made by such Lender; provided, however, that with respect to the Working Capital Loans to be -------- ------- made by it on the Effective Date, each Lender may offset against such Working Capital Loans all or a portion of its outstanding Existing Working Capital Advances, if any. Unless the Agent shall have received notice from a Lender prior to 2:30 P.M. (Minneapolis time) on the date any Working Capital Loans are to be made that such Lender will not make available to the Agent the Working Capital Loans to be made by such Lender on such date, the Agent may assume that such Lender has made such Working Capital Loans available to the Agent on such date and the Agent in its sole discretion may, in reliance upon such assumption, make available to the Company on such date a corresponding amount on behalf of such Lender. If a Lender shall not have timely given such a notice, and to the extent such Lender shall not have so made available to the Agent the Working Capital Loans to be made by such Lender on such date and the Agent shall have so made available to the Company a corresponding amount on behalf of such Lender, such Lender shall, on demand, pay to the Agent such corresponding amount together with interest thereonautomatically, at the Federal Funds Effective Rateexpiration of such Interest Period, for each day from the date such amount shall have been so made available by the Agent to the Company until the date such amount shall have been repaid to the Agent. If such Lender does not pay such corresponding amount promptly upon the Agent's demand therefor, the Agent shall promptly notify the Company and the Company shall immediately repay such corresponding amount to the Agent together with accrued interest thereon at the applicable rate or rates provided in Section 2.04. Each request for a Working Capital Loan shall be deemed to be a Prime Rate Borrowing.
(b) Borrower may obtain LIBOR Borrowing Rate quotes from U.S. Bank between 8:00 a.m. and 1:00 p.m. (Seattle, Washington time) on any Business Day. Borrower may request an advance, conversion of any portion of a Prime Rate Borrowing to a LIBOR Rate Borrowing or a new Interest Period for an existing LIBOR Rate Borrowing, at such rate only by giving U.S. Bank notice in accordance with the provisions of this Section 4.2 before 1:00 p.m. (Seattle, Washington time) on such day. Each Borrowing Notice shall be irrevocable. Each Borrowing Notice requesting a new advance or conversion of an advance to an Acquisition Loan (as opposed to an interest rate renewal or interest rate conversion) shall be deemed to constitute a representation and warranty by Borrower that, as of the Company that date of the Borrowing Notice, (i) the statements set forth in Article VIII are true and correct, (ii) no Event of material adverse change in Borrower's financial condition, except as previously disclosed to U.S. Bank in writing, has occurred subsequent to December 31, 1997, and (iii) no Default or Unmatured Event of Default has occurred and is continuing.
(c) Any Loans made pursuant to this Section 4.2 shall be conclusively presumed to have been made to or will exist upon for the making benefit of Borrower when made in accordance with such a request from an authorized Person and direction for disposition or when such Loan is deposited to the credit of the requested Working Capital account of Borrower with U.S. Bank or is transmitted to any other bank with directions to credit the same to the account of Borrower at such bank, regardless of whether Persons other than those authorized hereunder to make requests for Loans have authority to draw against any such account. Borrower acknowledges that U.S. Bank cannot effectively determine whether a particular request for an advance under a Loan is valid, authorized, or authentic. It is nevertheless important to Borrower that it has the privilege of making requests for advances under the Loans in accordance with this Section 4.2. Therefore, to induce U.S. Bank to lend funds in response to such requests and (ii) the representations in consideration for U.S. Bank's agreement to receive and warranties contained in Section 3 hereofconsider such requests, in Section 5 Borrower assumes all risks of the Pledge and Security Agreementvalidity, authenticity, and in Section 15 of the Guaranty are true and correct with the same force and effect as if made on and as of the date authorization of such requestrequests, whether or not the individual making such requests has authority to request advances under the Loans and whether or not the aggregate sum owing exceeds the maximum principal amount permitted to be outstanding under such Loan. U.S. Bank shall not be responsible under principles of contract, tort, or otherwise for the amount of an authorized or invalid advance under a Loan, except for its negligence or willful misconduct; rather, Borrower agrees to repay any sums with interest as provided herein.
Appears in 1 contract
Manner of Borrowing. The (a) Request for Borrowing. Each request by Company to Administrative Agent for a Borrowing under Section 2.01 hereof (a "Request for Borrowing") shall give the Agent ------------------- telephonic notice of each request for Working Capital Loans not later than 12:00 noon (Minneapolis time) on the applicable Borrowing Date, specifying specify the aggregate amount of Working Capital Loans requestedsuch requested Borrowing, and whether the Working Capital Loans requested date of such Borrowing, and, when the request for Borrowing specifies a Eurodollar Borrowing, the Interest Period which shall be applicable thereto. Company shall furnish to Administrative Agent the Request for Borrowing at least three (3) Eurodollar Business Days prior to the requested Eurodollar Borrowing date (which must be a Eurodollar Business Day). A Floating Base Borrowing may be made the same date on which a Request for Borrowing is received by each Lender are to be funded as Fixed Rate Advances or Reference Rate Advances; provided, that any portion Administrative Agent. Any such Request for Borrowing shall: (i) in the case of a -------- Working Capital Loan not so designated Floating Base Borrowing, be in the form attached hereto as Exhibit "B" and (ii) in the case of a Eurodollar Borrowing, be in the form attached hereto as Exhibit "C". Each Borrowing shall be made as a Reference Rate Advancein an aggregate principal amount of $5,000,000 or any integral multiple of $1,000,000. The Company shall promptly confirm Any Request for Borrowing received by Administrative Agent after 12:00 noon (New York City time) on any such request by delivering to the Agent a duly completed and executed Confirmation of Borrowing/Paydown/Conversion. On the Effective Date, the Company Business Day shall be deemed to have requested Working Capital Loans in an amount equal been received on the next succeeding Business Day. Prior to making a Request for Borrowing, Company may (without specifying whether the outstanding principal balance of all Existing Working Capital Advancesanticipated Borrowing shall be a Floating Base Borrowing or Eurodollar Borrowing) request that Administrative Agent provide Company with the most recent InterBank Offered Rate available to Reference Banks. The Administrative Agent shall provide such quoted rates to Company on the date of such request. Each Request for Borrowing shall be irrevocable and binding on Company and, in respect of the Borrowing specified in such Request for Borrowing, Company shall indemnify each Bank against any cost, loss or expense incurred by such Bank as a result of any failure to fulfill, on or before the date specified for such Borrowing, the conditions to such Borrowing set forth herein, including without limitation, any cost, loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Bank to fund the Advance to be made by such Bank as part of such Borrowing when such Advance, as a result of such failure, is not made on such date. After receiving a Request for Borrowing in the manner provided herein, Administrative Agent shall promptly notify each Lender Bank by telephone (confirmed immediately by telex, telecopy or cable), telecopy, telex or cable of the amount of the Borrowing and such Bank's pro rata share of such Lender's Pro Rata Share of the Working Capital Loans requestedBorrowing, and whether such Lender's Working Capital Loans are to be funded as Fixed Rate Advances or Reference Rate Advances, by not later than 1:00 P.M. (Minneapolis time) on the date on which the Agent receives such request from the Company. Each Lender shall deposit into the Collateral Account in Immediately Available Funds by not later than 2:30 P.M. (Minneapolis time) on the applicable Borrowing Date the total amount of the Working Capital Loans is to be made by such Lender; providedmade, however, that with respect to the Working Capital Loans to be -------- ------- made by it on the Effective Date, each Lender may offset against such Working Capital Loans all or a portion of its outstanding Existing Working Capital Advancesinterest option selected and, if any. Unless the Agent shall have received notice from a Lender prior to 2:30 P.M. (Minneapolis time) on the date any Working Capital Loans are to be made that such Lender will not make available to the Agent the Working Capital Loans to be made by such Lender on such dateapplicable, the Agent may assume that such Lender has made such Working Capital Loans available to the Agent on such date and the Agent in its sole discretion may, in reliance upon such assumption, make available to the Company on such date a corresponding amount on behalf of such Lender. If a Lender shall not have timely given such a notice, and to the extent such Lender shall not have so made available to the Agent the Working Capital Loans to be made by such Lender on such date and the Agent shall have so made available to the Company a corresponding amount on behalf of such Lender, such Lender shall, on demand, pay to the Agent such corresponding amount together with interest thereon, at the Federal Funds Effective Rate, for each day from the date such amount shall have been so made available by the Agent to the Company until the date such amount shall have been repaid to the Agent. If such Lender does not pay such corresponding amount promptly upon the Agent's demand therefor, the Agent shall promptly notify the Company and the Company shall immediately repay such corresponding amount to the Agent together with accrued interest thereon at the applicable rate or rates provided in Section 2.04. Each request for a Working Capital Loan shall be deemed to be a representation by the Company that (i) no Event of Default or Unmatured Event of Default has occurred or will exist upon the making of the requested Working Capital Loan and (ii) the representations and warranties contained in Section 3 hereof, in Section 5 of the Pledge and Security Agreement, and in Section 15 of the Guaranty are true and correct with the same force and effect as if made on and as of the date of such requestInterest Period selected.
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