Requests for Borrowing. A request for a borrowing shall be made, or shall be deemed to be made, in the following manner: (1) with respect to Revolving Credit Loans, a Financial Officer of Trism (or another authorized officer designated by a Financial Officer and listed on Schedule 2.2 hereto) shall give the Agent notice, in the form of Exhibit B hereto, for and on behalf of the Borrowers not later than 1:00 p.m. (New York time) on the Business Day of the proposed Advance, of its intention to borrow, specifying the amount of the proposed borrowing, the proposed borrowing date and which notice shall be given in accordance with the provisions of Section 4.1 hereof; provided, however, that upon written notice from Agent, Borrowers shall thereafter include in each such notice of a proposed Advance the amount of Borrowing Base Availability after giving effect to such requested Advance, (2) unless payment is otherwise made by the Borrowers, the becoming due of any amount required to be paid under this Agreement or any of the Notes as interest shall be deemed to be a request for an Advance on the due date in the amount required to pay such interest, (3) unless payment is otherwise made by the Borrowers, the becoming due of any other Secured Obligation shall be deemed to be a request for an Advance on the due date in the amount then so due, and such request shall be irrevocable, (4) the receipt by the Agent of notification from the Issuing Bank to the effect that a drawing has been made under a Letter of Credit and that a Borrower has failed to reimburse the Issuing Bank therefor in accordance with the terms of the Letter of Credit, the Reimbursement Agreement and Article 3, shall be deemed to be a request for an Advance on the date such notification is received in the amount of such drawing which is so unreimbursed; and (5) unless payment is otherwise made by a Borrower, the receipt by Agent of a demand for reimbursement by a Clearing Bank pursuant to the provisions of any Agency Account Agreement, shall be deemed to be a request for an Advance on the date any such demand is received by Agent in the amount set forth therein; (1) Unless the Agent has elected periodic settlements pursuant to Section 4.7, the Agent shall promptly notify the Lenders of any notice of borrowing given or deemed given pursuant to this Section 2.2(a) by 2:00 p.m. (New York time) on the proposed borrowing date with respect to any Advance. The notice from the Agent to the Lenders shall set forth the information contained in the Borrowers' notice of borrowing. Not later than 3:30 p.m. (New York time) on the proposed borrowing date, each Lender will make available to the Agent, for the account of the Borrowers, at the Agent's Office in funds immediately available to the Agent, an amount equal to such Lender's Commitment Percentage of the Revolving Credit Loans to be made on such borrowing date.
Appears in 2 contracts
Sources: Loan and Security Agreement (Trism Inc /De/), Loan and Security Agreement (Trism Inc /De/)
Requests for Borrowing. A request for a borrowing shall be made, or shall be deemed to be made, in the following manner:
(1i) with respect to the Revolving Credit Loan to be made to the Borrowers on the Effective Date, the Borrowers shall give the Lender at least two Business Days' prior written notice of the Effective Date, which notice shall be irrevocable, and, as to subsequent Revolving Credit Loans, a Financial Officer of Trism (or another authorized officer designated by a Financial Officer and listed on Schedule 2.2 hereto) shall the Borrowers may give the Agent Lender notice, in the form of Exhibit B hereto, for and on behalf of the Borrowers not later than before 1:00 p.m. (New York time) on the proposed borrowing date (unless the proposed borrowing date is the last Business Day of the proposed Advancemonth, in which case notice shall be given before 12:00 noon) of its intention to borrow, borrow specifying the amount of the proposed borrowingborrowing and the proposed borrowing date; PROVIDED, HOWEVER, that if any notice referred to in this CLAUSE (a)(i) is received after 1:00 p.m. or 12:00 noon, as applicable, the proposed borrowing date and which notice will be postponed automatically to the next Business Day;
(ii) whenever a check is presented to the Lender for payment against the Disbursement Account in an amount greater than the then available balance in such account, such presentation shall be given in accordance with deemed to be a request for a borrowing on the provisions date of Section 4.1 hereof; provided, however, that upon written notice from Agent, Borrowers shall thereafter include in each such notice in an amount equal to the excess of a proposed Advance the amount of Borrowing Base Availability after giving effect to such requested Advance,check over such available balance; and
(2iii) unless payment is otherwise made by the Borrowers, the becoming due maturity of any amount Secured Obligation required to be paid under this Agreement or any of the Notes as interest shall be deemed to be a request for an Advance a borrowing on the due date in the amount required to pay such interest,
(3) unless payment is otherwise made by the Borrowers, the becoming due of any other Secured Obligation shall be deemed to be a request for an Advance on the due date in the amount then so due, and such request shall be irrevocable,
(4) the receipt by the Agent of notification from the Issuing Bank to the effect that a drawing has been made under a Letter of Credit and that a Borrower has failed to reimburse the Issuing Bank therefor in accordance with the terms of the Letter of Credit, the Reimbursement Agreement and Article 3, shall be deemed to be a request for an Advance on the date such notification is received in the amount of such drawing which is so unreimbursed; and
(5) unless payment is otherwise made by a Borrower, the receipt by Agent of a demand for reimbursement by a Clearing Bank pursuant to the provisions of any Agency Account Agreement, shall be deemed to be a request for an Advance on the date any such demand is received by Agent in the amount set forth therein;
(1) Unless the Agent has elected periodic settlements pursuant to Section 4.7, the Agent shall promptly notify the Lenders of any notice of borrowing given or deemed given pursuant to this Section 2.2(a) by 2:00 p.m. (New York time) on the proposed borrowing date with respect to any Advance. The notice from the Agent to the Lenders shall set forth the information contained in the Borrowers' notice of borrowing. Not later than 3:30 p.m. (New York time) on the proposed borrowing date, each Lender will make available to the Agent, for the account of the Borrowers, at the Agent's Office in funds immediately available to the Agent, an amount equal to such Lender's Commitment Percentage of the Revolving Credit Loans to be made on such borrowing dateObligation.
Appears in 1 contract
Sources: Loan and Security Agreement (Ild Telecommunications Inc)
Requests for Borrowing. A request for From time to time during the period from the date hereof to and including the Funding Termination Date, the Borrower may present to the Lender written information describing a borrowing shall be made, or shall be deemed to be made, in the following manner:
particular Asset Pool (1i) with respect to Revolving Credit Loans, which the Borrower intends to submit an offer to purchase and (ii) requesting that the Lender make a Financial Officer Loan to the Borrower to finance ninety percent (90%) of Trism (or another authorized officer designated by the Total Cost of such Asset Pool. Each such request for a Financial Officer and listed on Schedule 2.2 hereto) Loan hereunder shall give the Agent notice, be in substantially the form of Exhibit B heretoA hereto (each a "Borrowing Request"), for and on behalf of shall be accompanied by the Borrowers not later than 1:00 p.m. relevant bid package (New York time) on the Business Day of the proposed Advanceincluding, of its intention to borrow, specifying the amount of the proposed borrowingif available, the proposed borrowing date Purchase Agreement (or Forward Flow Purchase Agreement, if applicable and which notice shall available) to be given entered into if the Borrower is the successful bidder for such Asset Pool (or in accordance with the provisions of Section 4.1 hereof; provided, however, that upon written notice from Agent, Borrowers shall thereafter include in each such notice case of a proposed Advance the amount of Borrowing Base Availability after giving effect to such requested Advance,
(2) unless payment is otherwise made Purchase Agreement assigned by the BorrowersParent or a Purchase Affiliate, as applicable, in connection with Section 2.1(g), the becoming due Purchase Agreement so assigned), all relevant information known to the Borrower regarding the Accounts comprising such Asset Pool, the proposed Servicing Fee for collection of any amount required such Accounts, projections of the Borrower's anticipated recoveries, cash flows and net returns to be obtained upon collection of such Accounts, a projection of the combined interest and Contingent Payments to be paid under this Agreement or any to the Lender over the expected term of such Asset Pool as contemplated in Treasury Regulation ss. 1.1275-4(b), which projection shall constitute the accrual for federal income tax purposes, of the Notes Borrower's interest deductions and the Lender's interest income with respect to such Asset Pool (the "Projected Accrual Schedule") and such other information as interest the Lender may reasonably request. The Lender shall accept or reject a Borrowing Request within five (5) Business Days (the "Response Period"), after receipt thereof from the Borrower. The Lender's failure to accept a Borrowing Request within the Response Period shall be deemed to be a request for an Advance on rejection of the due date Borrowing Request by the Lender. Notwithstanding anything in the amount required foregoing to pay such interest,
(3) unless payment is otherwise made by the Borrowerscontrary, the becoming due of any other Secured Obligation Lender's decision to accept or reject a Borrowing Request shall be deemed to be a request for an Advance on the due date in the amount then so dueLender's sole and absolute discretion and the Lender may decline any Borrowing Request for any reason (or no reason), without notification, justification or explanation, and such request shall be irrevocable,
(4) without regard to whether or not the receipt by the Agent Lender has given any prior indication of notification from the Issuing Bank to the effect that a drawing has been made under a Letter of Credit and that a Borrower has failed to reimburse the Issuing Bank therefor in accordance with the terms of the Letter of Credit, the Reimbursement Agreement and Article 3, shall be deemed to be a request for an Advance on the date such notification is received in the amount of such drawing which is so unreimbursed; and
(5) unless payment is otherwise made by a Borrower, the receipt by Agent of a demand for reimbursement by a Clearing Bank pursuant to the provisions of any Agency Account Agreement, shall be deemed to be a request for an Advance on the date any such demand is received by Agent in the amount set forth therein;
(1) Unless the Agent has elected periodic settlements pursuant to Section 4.7, the Agent shall promptly notify the Lenders of any notice of borrowing given interest or deemed given pursuant to this Section 2.2(a) by 2:00 p.m. (New York time) on the proposed borrowing date oral approval with respect to any Advance. The notice from the Agent to the Lenders shall set forth the information contained in the Borrowers' notice of borrowing. Not later than 3:30 p.m. (New York time) on the proposed borrowing date, each Lender will make available to the Agent, for the account of the Borrowers, at the Agent's Office in funds immediately available to the Agent, an amount equal to such Lender's Commitment Percentage of the Revolving Credit Loans to be made on such borrowing datespecified Asset Pool.
Appears in 1 contract
Requests for Borrowing. A request for a borrowing shall be made, or shall be deemed to be made, in the following manner:
(1i) with respect to requests for a Revolving Credit Loans, a Financial Officer of Trism (or another authorized officer designated by a Financial Officer and listed on Schedule 2.2 hereto) Loan shall give the Agent notice, be made in the form of Exhibit B heretomanner prescribed by ARTICLE 5;
(ii) whenever a check or other item is presented to a Disbursing Bank for payment against a Disbursement Account in an amount greater than the then available balance in such account then, for unless payment is otherwise timely made within three (3) Business Days, such Disbursing Bank shall, and on behalf of the Borrowers not later than 1:00 p.m. (New York time) on the Business Day of the proposed Advanceis hereby irrevocably authorized by Borrower to, of its intention to borrowgive Agent notice thereof, specifying the amount of the proposed borrowing, the proposed borrowing date and which notice shall be given in accordance with deemed to be a request for a Revolving Credit Loan on the provisions date of Section 4.1 hereof; provided, however, that upon written notice from Agent, Borrowers shall thereafter include in each such notice in an amount equal to the excess of a proposed Advance the amount of Borrowing Base Availability after giving effect to such requested Advance,check or other item over such available balance;
(2iii) unless payment is otherwise timely made by the Borrowerswithin three (3) Business Days, the becoming due of any amount required to be paid under this Agreement or any of the Notes as interest shall be deemed to be a request for an Advance a Revolving Credit Loan on the due date in the amount required to pay such interest,;
(3iv) unless payment is otherwise timely made by the Borrowerswithin three (3) Business Days, the becoming due of any other Secured Obligation shall be deemed to be a request for an Advance a Revolving Credit Loan on the due date in the amount then so due, and such request shall be irrevocable,; and
(4v) the receipt by the Agent of notification from the Issuing Bank L/C Issuer to the effect that a drawing has been made under a Letter of Credit and that a Borrower has failed to reimburse the Issuing Bank L/C Issuer therefor in accordance with the terms of the Letter of Credit, the applicable Reimbursement Agreement and Article 3, ARTICLE 3 shall be deemed to be a request for an Advance a Revolving Credit Loan on the date such notification is received in the amount of such drawing which is so unreimbursed; and
(5) unless payment is otherwise made by a Borrower, the receipt by Agent of a demand for reimbursement by a Clearing Bank pursuant to the provisions of any Agency Account Agreement, shall be deemed to be a request for an Advance on the date any such demand is received by Agent in the amount set forth therein;
(1) Unless the Agent has elected periodic settlements pursuant to Section 4.7, the Agent shall promptly notify the Lenders of any notice of borrowing given or deemed given pursuant to this Section 2.2(a) by 2:00 p.m. (New York time) on the proposed borrowing date with respect to any Advance. The notice from the Agent to the Lenders shall set forth the information contained in the Borrowers' notice of borrowing. Not later than 3:30 p.m. (New York time) on the proposed borrowing date, each Lender will make available to the Agent, for the account of the Borrowers, at the Agent's Office in funds immediately available to the Agent, an amount equal to such Lender's Commitment Percentage of the Revolving Credit Loans to be made on such borrowing date.
Appears in 1 contract
Requests for Borrowing. A request for a borrowing shall be made, or shall be deemed to be made, in the following manner:
(1i) with respect to the initial Revolving Credit Loan, the Borrower shall give the Agent prior notice of the Effective Date, which notice shall be irrevocable, and, as to subsequent Revolving Credit Loans, a Financial Officer of Trism (or another authorized officer designated by a Financial Officer and listed on Schedule 2.2 hereto) shall the Borrower may give the Agent notice, in the form of Exhibit B hereto, for and on behalf of the Borrowers not later than 1:00 before 2:00 p.m. (New York Atlanta time) on the proposed borrowing date as to any Revolving Credit Loan consisting of Prime Rate Advances or before 12:00 noon (Atlanta time) three Business Day of Days before the proposed Advanceborrowing date as to any Revolving Credit Loan consisting of Eurodollar Rate Advances, of its intention to borrow, specifying the amount of the proposed borrowing, borrowing and the proposed borrowing date and, if applicable, the Interest Period for the Eurodollar Rate Advances comprising such borrowing,
(ii) whenever a check or other item is presented to a Disbursing Bank for payment against a Controlled Disbursement Account in an amount greater than the then available balance in such account, such Disbursing Bank shall, and is hereby irrevocably authorized by the Borrower to, give the Agent notice thereof, which notice shall be given in accordance with deemed to be a request for a Revolving Credit Loan consisting of Prime Rate Advances on the provisions date of Section 4.1 hereof; provided, however, that upon written notice from Agent, Borrowers shall thereafter include in each such notice in an amount equal to the excess of a proposed Advance the amount of Borrowing Base Availability after giving effect to such requested Advancecheck or other item over such available balance,
(2iii) unless payment is otherwise made by the BorrowersBorrower, the becoming due of any amount required to be paid under this Agreement or any of the Notes as interest shall be deemed to be a request for an Advance a Revolving Credit Loan consisting of Prime Rate Advances on the due date in the amount required to pay such interest,
(3iv) unless payment is otherwise made by the BorrowersBorrower, the becoming due of any other Secured Obligation shall be deemed to be a request for an Advance a Revolving Credit Loan consisting of Prime Rate Advances on the due date in the amount then so due, and such request shall be irrevocable,, and
(4v) the receipt by the Agent of notification from the Issuing Bank NationsBank to the effect that a drawing has been made under a Letter of Credit or under an IRB L/C and that a the Borrower has failed to reimburse the Issuing Bank NationsBank therefor in accordance with the terms of the Letter of CreditCredit or IRB L/C, the Reimbursement Agreement or IRB L/C Agreement and Article ARTICLE 3, shall be deemed to be a request for an Advance a Revolving Credit Loan consisting of Prime Rate Advances on the date such notification is received in the amount of such drawing which is so unreimbursed; and
PROVIDED that if any notice referred to in CLAUSE (5I) unless payment above is otherwise made by a Borrowerreceived after 2:00 p.m. (Atlanta time) on the proposed borrowing date, the receipt by Agent of a demand for reimbursement by a Clearing Bank pursuant proposed borrowing will be postponed automatically to the provisions of any Agency Account Agreement, shall be deemed to be a request for an Advance on the date any such demand is received by Agent in the amount set forth therein;
(1) next Business Day. Unless the Agent has elected periodic settlements pursuant to Section 4.7SECTION 5.7, the Agent shall promptly notify the Lenders of any notice of borrowing given or deemed given pursuant to this Section 2.2(aSECTION 2.2(A) by 2:00 2:30 p.m. (New York Atlanta time) on the proposed borrowing date with respect to any Advance. The notice from the Agent to the Lenders shall set forth the information contained in the Borrowers' notice of borrowingdate. Not later than 3:30 p.m. (New York Atlanta time) on the proposed borrowing date, each Lender will make available to the Agent, for the account of the BorrowersBorrower, at the Agent's Office in funds immediately available to the Agent, an amount equal to such Lender's Commitment Percentage of the Revolving Credit Loans to be made on such borrowing date.
Appears in 1 contract
Requests for Borrowing. A request for a borrowing shall be made, or shall be deemed to be made, in the following manner:
(1) with respect to Revolving Credit Loans, a Financial Officer of Trism (or another authorized officer designated by a Financial Officer and listed on Schedule 2.2 hereto) The Borrower shall give the Agent notice, Lender a notice of each Loan in the form of Exhibit B heretoA (a "BORROWING NOTICE"), for and on behalf of the Borrowers duly executed by its Chief Executive Officer or Chief Financial Officer, not later than 1:00 p.m. (New York time) on the fifth Business Day prior to the borrowing date of the proposed Advance, such Loan of its intention to borrow, specifying (I) the principal amount of such Loan in Dollars, which shall be in an aggregate amount of $2,000,000 or an integral multiple of $1,000,000 in excess thereof (not to exceed, together with any outstanding Loans, the Aggregate Commitment), (II) the borrowing date of such Loan, which shall be a Business Day, (III) the name of any Borrowing Subsidiary proposed to be a borrower and (IV) the bank account or accounts of the Borrower (or Borrowing Subsidiary) to which the Loan is to be disbursed, and certifying, as of the date of the Borrowing Notice and as of the borrowing date, that (W) the Borrower and the Borrowing Subsidiaries have performed and complied with all the respective terms and conditions of this Agreement applicable to them, (X) the representations and warranties contained in Section 9 are and will be true and correct; (Y) there exists and will exist no condition or event which constitutes or which, after notice or passage of time or both, would constitute an Event of Default, and (Z) the amount of the proposed borrowing, Loan specified in the proposed borrowing date and which notice shall be given in accordance Borrowing Notice is consistent with the provisions of Section 4.1 hereof; provided, however, that upon written notice from Agent, Borrowers shall thereafter include in each such notice of a proposed Advance the amount of most recently delivered Business Plan. Any Borrowing Base Availability Notice received after giving effect to such requested Advance,
(2) unless payment is otherwise made by the Borrowers, the becoming due of any amount required to be paid under this Agreement or any of the Notes as interest shall be deemed to be a request for an Advance on the due date in the amount required to pay such interest,
(3) unless payment is otherwise made by the Borrowers, the becoming due of any other Secured Obligation shall be deemed to be a request for an Advance on the due date in the amount then so due, and such request shall be irrevocable,
(4) the receipt by the Agent of notification from the Issuing Bank to the effect that a drawing has been made under a Letter of Credit and that a Borrower has failed to reimburse the Issuing Bank therefor in accordance with the terms of the Letter of Credit, the Reimbursement Agreement and Article 3, shall be deemed to be a request for an Advance on the date such notification is received in the amount of such drawing which is so unreimbursed; and
(5) unless payment is otherwise made by a Borrower, the receipt by Agent of a demand for reimbursement by a Clearing Bank pursuant to the provisions of any Agency Account Agreement, shall be deemed to be a request for an Advance on the date any such demand is received by Agent in the amount set forth therein;
(1) Unless the Agent has elected periodic settlements pursuant to Section 4.7, the Agent shall promptly notify the Lenders of any notice of borrowing given or deemed given pursuant to this Section 2.2(a) by 2:00 p.m. 12:00 noon (New York time) shall be deemed received on the proposed next Business Day. If the Borrower requests in a Borrowing Notice pursuant to this Section that all or a portion of an amount of the Loan specified therein be made available to one or more Borrowing Subsidiaries, Borrower must deliver the Borrowing Notice to Lender not later than (I) 20 Business Days prior to the requested borrowing date with respect to if any Advance. The notice from the Agent relevant Borrowing Subsidiary is domiciled in Colombia or Brazil; or (II) 10 Business Days prior to the Lenders shall set forth the information contained requested borrowing date if any relevant Borrowing Subsidiary is domiciled in the Borrowers' notice of borrowing. Not later than 3:30 p.m. (New York time) on the proposed borrowing datePeru, each Lender will make available to the Agent, for the account of the Borrowers, at the Agent's Office in funds immediately available to the Agent, an amount equal to such Lender's Commitment Percentage of the Revolving Credit Loans to be made on such borrowing dateArgentina or Chile.
Appears in 1 contract
Sources: Credit Facility Agreement (At&t Latin America Corp)
Requests for Borrowing. A request for a borrowing shall be made, or shall be deemed to be made, in the following manner:
(1i) requests for a Revolving Credit Loan shall be made in the manner prescribed by Article 5 (with respect to the initial Revolving Credit LoansLoan, a Financial Officer of Trism (or another authorized officer designated by a Financial Officer and listed on Schedule 2.2 hereto) Borrower shall give the Agent notice, in the form of Exhibit B hereto, for and on behalf reasonable prior written notice of the Borrowers not later than 1:00 p.m. (New York time) on the Business Day occurrence of the proposed AdvanceEffective Date, of its intention to borrow, specifying the amount of the proposed borrowing, the proposed borrowing date and which notice shall be given irrevocable);
(ii) whenever a check or other item is presented to a Disbursing Bank for payment against a Disbursement Account in accordance with an amount greater than the provisions then available balance in such account, such Disbursing Bank shall, and is hereby irrevocably authorized by Borrower to, give Agent notice thereof, which notice shall be deemed to be a request for a Revolving Credit Loan on the date of Section 4.1 hereof; provided, however, that upon written notice from Agent, Borrowers shall thereafter include in each such notice in an amount equal to the excess of a proposed Advance the amount of Borrowing Base Availability after giving effect to such requested Advance,check or other item over such available balance;
(2iii) unless payment is otherwise made by the Borrowerstimely made, the becoming due of any amount required to be paid under this Agreement or any of the Notes as interest interest, or any scheduled installment of principal, shall be deemed to be a request for an Advance a Revolving Credit Loan on the due date in the amount required to pay such interest,interest or scheduled installment of principal;
(3iv) unless payment is otherwise made by the Borrowerstimely made, the becoming due of any other Secured Obligation shall be deemed to be a request for an Advance a Revolving Credit Loan on the due date in the amount then so due, and such request shall be irrevocable,; and
(4v) the receipt by the Agent of notification from the Issuing Bank L/C Issuer to the effect that a drawing has been made under a Letter of Credit and that a Borrower has failed to reimburse the Issuing Bank L/C Issuer therefor in accordance with the terms of the Letter of Credit, the Reimbursement Agreement and Article 3, shall be deemed to be a request for an Advance a Revolving Credit Loan on the date such notification is received in the amount of such drawing which is so unreimbursed; and
(5) unless payment is otherwise made by a Borrower, the receipt by Agent of a demand for reimbursement by a Clearing Bank pursuant to the provisions of any Agency Account Agreement, shall be deemed to be a request for an Advance on the date any such demand is received by Agent in the amount set forth therein;
(1) Unless the Agent has elected periodic settlements pursuant to Section 4.7, the Agent shall promptly notify the Lenders of any notice of borrowing given or deemed given pursuant to this Section 2.2(a) by 2:00 p.m. (New York time) on the proposed borrowing date with respect to any Advance. The notice from the Agent to the Lenders shall set forth the information contained in the Borrowers' notice of borrowing. Not later than 3:30 p.m. (New York time) on the proposed borrowing date, each Lender will make available to the Agent, for the account of the Borrowers, at the Agent's Office in funds immediately available to the Agent, an amount equal to such Lender's Commitment Percentage of the Revolving Credit Loans to be made on such borrowing date.
Appears in 1 contract
Requests for Borrowing. A request for From time to time during the period from the date hereof to and including the Facility Termination Date, the Borrower may present to the Lender written information describing a borrowing shall be made, or shall be deemed to be made, in the following manner:
particular Asset Pool (1i) with respect to Revolving Credit Loans, which the Borrower intends to submit an offer to purchase and (ii) requesting that the Lender make a Financial Officer Loan to the Borrower of Trism up to the Maximum Monthly Amount to finance up to sixty three and four hundred fifteen thousandths percent (63.415%) of the Total Cost of such Asset Pool or another authorized officer designated by such other amount as the Lender shall have indicated it would consider financing in any prior discussions with the Borrower related to such Asset Pool. Each such request for a Financial Officer and listed on Schedule 2.2 hereto) Loan hereunder shall give the Agent notice, be in substantially the form of Exhibit B heretoA hereto (each a “Borrowing Request”), for and on behalf of shall state the Borrowers not later than 1:00 p.m. Loan Series in which such Loan is to be included and shall be accompanied by the relevant bid package (New York time) on the Business Day of including the proposed AdvancePurchase Agreement to be entered into if the Borrower is the successful bidder for such Asset Pool), of its intention all relevant written or electronic information acquired by and all material oral information actually known to borrow, specifying the amount of Borrower regarding the proposed borrowingAccounts comprising such Asset Pool, the proposed borrowing date Servicing Fee for collection of such Accounts, projections of the Borrower’s anticipated recoveries, cash flows and which notice net returns to be obtained upon collection of all Assets in the Asset Pool, solely for purposes of determining the Target Rate (as defined in the Operating Agreement), a designated internal rate of return, and such other information as the Lender may reasonably request. The Lender shall accept or reject a Borrowing Request within five (5) Business Days after receipt thereof from the Borrower. The Lender’s failure to respond to a Borrowing Request within five (5) Business Days (or within such extended period as may be given required in accordance with the provisions of Section 4.1 hereof; provided, however, that upon written notice from Agent, Borrowers shall thereafter include in each such notice of a proposed Advance the amount of Borrowing Base Availability after giving effect to such event additional information or documentation is requested Advance,
(2) unless payment is otherwise made by the Borrowers, the becoming due of any amount required to be paid under this Agreement or any of the Notes as interest Lender) shall be deemed to be a request for an Advance on rejection of the due date Borrowing Request by the Lender. Notwithstanding anything in the amount required foregoing to pay such interest,
(3) unless payment is otherwise made by the Borrowerscontrary, the becoming due of any other Secured Obligation Lender’s decision to accept or reject a Borrowing Request shall be deemed to be a request for an Advance on the due date in the amount then so dueLender’s sole and absolute discretion and the Lender may decline any Borrowing Request for any reason (or no reason), without notification, justification or explanation, and such request shall be irrevocable,
(4) without regard to whether or not the receipt by the Agent Lender has given any prior indication of notification from the Issuing Bank to the effect that a drawing has been made under a Letter of Credit and that a Borrower has failed to reimburse the Issuing Bank therefor in accordance with the terms of the Letter of Credit, the Reimbursement Agreement and Article 3, shall be deemed to be a request for an Advance on the date such notification is received in the amount of such drawing which is so unreimbursed; and
(5) unless payment is otherwise made by a Borrower, the receipt by Agent of a demand for reimbursement by a Clearing Bank pursuant to the provisions of any Agency Account Agreement, shall be deemed to be a request for an Advance on the date any such demand is received by Agent in the amount set forth therein;
(1) Unless the Agent has elected periodic settlements pursuant to Section 4.7, the Agent shall promptly notify the Lenders of any notice of borrowing given interest or deemed given pursuant to this Section 2.2(a) by 2:00 p.m. (New York time) on the proposed borrowing date oral approval with respect to any Advance. The notice from the Agent to the Lenders shall set forth the information contained in the Borrowers' notice of borrowing. Not later than 3:30 p.m. (New York time) on the proposed borrowing date, each Lender will make available to the Agent, for the account of the Borrowers, at the Agent's Office in funds immediately available to the Agent, an amount equal to such Lender's Commitment Percentage of the Revolving Credit Loans to be made on such borrowing datespecified Asset Pool.
Appears in 1 contract
Sources: Credit Agreement (West Corp)
Requests for Borrowing. A The Borrower shall give the Lender prior written notice (a "Borrowing Notice") of each request for a borrowing Revolving Credit Loan. Such notice, in order to be effective, must be received by the Lender not later than 11:00 a.m. Eastern Time on the business day preceding the day on which the Revolving Credit Loan is to be made and shall specify (i) the date (which shall be made, or a business day) on which such Revolving Credit Loan is to be made and (ii) the aggregate principal amount of the requested Revolving Credit Loan. Each Borrowing Notice shall be deemed to be madeaccompanied by a certificate signed by the President and Chief Executive Officer, in the following manner:
(1) with respect to Revolving Credit Loans, a Chief Operating Officer or the Chief Financial Officer of Trism the Borrower certifying (or another authorized officer designated a) the use of the proceeds of such advance, (b) the vendor(s), if any, to whom the proceeds of such advance shall be paid (accompanied by a Financial Officer true and listed on Schedule 2.2 heretocorrect copies of invoices from such vendors) shall give and (c) the Agent noticeamounts to be paid to such vendors, if any. On the borrowing date specified in the form of Exhibit B hereto, for and on behalf of the Borrowers not later than 1:00 p.m. (New York time) on the Business Day of the proposed Advance, of its intention to borrow, specifying the amount of the proposed borrowingBorrowing Notice, the proposed borrowing date and which notice shall be given in accordance with Lender shall, subject to the provisions of Section 4.1 2 hereof; provided, however, that upon written notice from Agent, Borrowers shall thereafter include in each such notice of a proposed Advance the amount of Borrowing Base Availability after giving effect to such requested Advance,
(2) unless payment is otherwise made by the Borrowers, the becoming due of any amount required to be paid under this Agreement or any of the Notes as interest shall be deemed to be a request for an Advance on the due date in the amount required to pay such interest,
(3) unless payment is otherwise made by the Borrowers, the becoming due of any other Secured Obligation shall be deemed to be a request for an Advance on the due date in the amount then so due, and such request shall be irrevocable,
(4) the receipt by the Agent of notification from the Issuing Bank to the effect that a drawing has been made under a Letter of Credit and that a Borrower has failed to reimburse the Issuing Bank therefor in accordance with the terms of the Letter of Credit, the Reimbursement Agreement and Article 3, shall be deemed to be a request for an Advance on the date such notification is received in the amount of such drawing which is so unreimbursed; and
(5) unless payment is otherwise made by a Borrower, the receipt by Agent of a demand for reimbursement by a Clearing Bank pursuant to the provisions of any Agency Account Agreement, shall be deemed to be a request for an Advance on the date any such demand is received by Agent in the amount set forth therein;
(1) Unless the Agent has elected periodic settlements pursuant to Section 4.7, the Agent shall promptly notify the Lenders of any notice of borrowing given or deemed given pursuant to this Section 2.2(a) by 2:00 p.m. (New York time) on the proposed borrowing date with respect to any Advance. The notice from the Agent to the Lenders shall set forth the information contained in the Borrowers' notice of borrowing. Not later than 3:30 p.m. (New York time) on the proposed borrowing date, each Lender will make available to the Agent, for the account of the Borrowers, at the Agent's Office in funds immediately available to the Agent, an amount equal to such Lender's Commitment Percentage of the Revolving Credit Loans Loan by payment by wire transfer of immediately available funds to an account designated by the Borrower. The Lender shall not be made on obligated to recognize any Borrowing Notice unless it has been given by an officer of the Borrower who has been authorized by the Board of Directors of the Borrower to give such borrowing datenotice. The Borrower has provided a list of such officers concurrently with the execution of this Note upon which the Lender may conclusively rely.
Appears in 1 contract
Requests for Borrowing. A request for a borrowing shall be made, or shall be deemed to be made, in the following manner:
(1i) with respect to each Revolving Credit LoansLoan, a Financial Officer of Trism (or another authorized officer designated by a Financial Officer and listed on Schedule 2.2 hereto) the Borrower shall give the Agent notice, in the form prior written notice (a "Notice of Exhibit B hereto, for and on behalf of the Borrowers Borrowing/Conversion/Continuation") not later than 1:00 2:00 p.m. (New York Boston time) on (x) the date of each Base Rate Loan, and (y) the third Business Day of the proposed Advancebefore each Eurodollar Loan, of its intention to borrow, specifying specifying
(A) the amount date of the proposed such borrowing, the proposed borrowing date and which notice shall be given in accordance with the provisions of Section 4.1 hereof; provided, however, that upon written notice from Agent, Borrowers shall thereafter include in each such notice of a proposed Advance the amount of Borrowing Base Availability after giving effect to such requested AdvanceBusiness Day,
(2B) the aggregate amount of such borrowing,
(C) whether the Loans are to be Eurodollar Loans or Base Rate Loans, and
(D) in the case of a Eurodollar Loan, the duration of the Interest Period applicable thereto, and
(ii) unless payment is otherwise made by the BorrowersBorrower, the becoming due of any amount required to be paid under this Agreement or any of the Notes Note as interest shall be deemed to be a request for an Advance a borrowing on the due date in the amount required to pay such interest,, and
(3iii) unless payment is otherwise made by the BorrowersBorrower, the becoming due of any other Secured Obligation Obligations shall be deemed to be a request for an Advance a borrowing on the due date in the amount then so due, and such request shall be irrevocable,
(4) the receipt by irrevocable and the Agent will notify the Borrower of notification from the Issuing Bank to the effect that a drawing has been made under a Letter of Credit and that a Borrower has failed to reimburse the Issuing Bank therefor in accordance with the terms of the Letter of Credit, the Reimbursement Agreement and Article 3, shall be deemed to be a request for an Advance on the date such notification is received in the amount of any such drawing which borrowing; provided, that if any notice referred to in clause (i) above is so unreimbursed; and
received after 2:00 p.m. (5Boston time) unless payment is otherwise made by a Borroweron the proposed borrowing date, the receipt by Agent of a demand proposed borrowing will be postponed automatically for reimbursement by a Clearing Bank pursuant to the provisions of any Agency Account Agreement, shall be deemed to be a request for an Advance on the date any such demand is received by Agent in the amount set forth therein;
(1) Unless the Agent has elected periodic settlements pursuant to Section 4.7, the one Business Day. The Agent shall promptly notify the Lenders of any notice of borrowing given or deemed given pursuant to this Section 2.2(a) by 2:00 p.m. (New York time) on the proposed borrowing date with respect to any Advance. The notice from the Agent to the Lenders shall set forth the information contained in the Borrowers' notice of borrowingsuch notice. Not later than 3:30 3:00 p.m. (New York Boston time) on the proposed borrowing date, each Lender will make available to the Agent, for the account of the BorrowersBorrower, at the Agent's Office office of the Agent in funds immediately available to the Agent, an amount equal to such Lender's Commitment Revolving Facility Percentage of the Revolving Credit Loans to be made on such borrowing date. Notwithstanding any other provision hereof, the Borrower shall not have outstanding at any time more than ten (10) Loans which are Eurodollar Loans.
Appears in 1 contract
Requests for Borrowing. A request for From time to time during the period from the date hereof to and including the Funding Termination Date, the Borrower may present to the Lender written information describing a borrowing shall be made, or shall be deemed to be made, in the following manner:
particular Asset Pool (1i) with respect to Revolving Credit Loans, which the Borrower intends to submit an offer to purchase and (ii) requesting that the Lender make a Financial Officer Loan to the Borrower to finance ninety percent (90%) of Trism (or another authorized officer designated by the Total Cost of such Asset Pool. Each such request for a Financial Officer and listed on Schedule 2.2 hereto) Loan hereunder shall give the Agent notice, be in substantially the form of Exhibit B heretoA hereto (each a "Borrowing Request"), for and on behalf of shall be accompanied by the Borrowers not later than 1:00 p.m. relevant bid package (New York time) on the Business Day of the proposed Advanceincluding, of its intention to borrow, specifying the amount of the proposed borrowingif available, the proposed borrowing date Purchase Agreement (or Forward Flow Purchase Agreement, if applicable and which notice shall available) to be given entered into if the Borrower is the successful bidder for such Asset Pool (or in accordance with the provisions of Section 4.1 hereof; provided, however, that upon written notice from Agent, Borrowers shall thereafter include in each such notice case of a proposed Advance the amount of Borrowing Base Availability after giving effect to such requested Advance,
(2) unless payment is otherwise made Purchase Agreement assigned by the BorrowersParent or a Purchase Affiliate, as applicable, in connection with Section 2.1(g), the becoming due Purchase Agreement so assigned), all relevant information known to the Borrower regarding the Accounts comprising such Asset Pool, the proposed Servicing Fee for collection of any amount required such Accounts, projections of the Borrower's anticipated recoveries, cash flows and net returns to be obtained upon collection of such Accounts, a projection of the combined interest and Contingent Payments to be paid under this Agreement or any to the Lender over the expected term of such Asset Pool as contemplated in Treasury Regulation ss. 1.1275-4(b), which projection shall constitute the accrual for federal income tax purposes, of the Notes Borrower's interest deductions and the Lender's interest income with respect to such Asset Pool (the "Projected Accrual Schedule") and such other information as interest the Lender may reasonably request. The Lender shall accept or reject a Borrowing Request within (a) three (3) Business Days if the Asset Pool to be purchased in connection therewith has an anticipated purchase price (as described in the submitted Borrowing Request) less than or equal to the Borrowing Request Threshold Amount, or (b) ten (10) Business Days if the Asset Pool to be purchased in connection therewith has an anticipated purchase price (as described in the submitted Borrowing Request) greater than the Borrowing Request Threshold Amount ((a) or (b), as applicable, being the "Response Period"), after receipt thereof from the Borrower. The Lender's failure to accept a Borrowing Request within the Response Period shall be deemed to be a request for an Advance on rejection of the due date Borrowing Request by the Lender. Notwithstanding anything in the amount required foregoing to pay such interest,
(3) unless payment is otherwise made by the Borrowerscontrary, the becoming due of any other Secured Obligation Lender's decision to accept or reject a Borrowing Request shall be deemed to be a request for an Advance on the due date in the amount then so dueLender's sole and absolute discretion and the Lender may decline any Borrowing Request for any reason (or no reason), without notification, justification or explanation, and such request shall be irrevocable,
(4) without regard to whether or not the receipt by the Agent Lender has given any prior indication of notification from the Issuing Bank to the effect that a drawing has been made under a Letter of Credit and that a Borrower has failed to reimburse the Issuing Bank therefor in accordance with the terms of the Letter of Credit, the Reimbursement Agreement and Article 3, shall be deemed to be a request for an Advance on the date such notification is received in the amount of such drawing which is so unreimbursed; and
(5) unless payment is otherwise made by a Borrower, the receipt by Agent of a demand for reimbursement by a Clearing Bank pursuant to the provisions of any Agency Account Agreement, shall be deemed to be a request for an Advance on the date any such demand is received by Agent in the amount set forth therein;
(1) Unless the Agent has elected periodic settlements pursuant to Section 4.7, the Agent shall promptly notify the Lenders of any notice of borrowing given interest or deemed given pursuant to this Section 2.2(a) by 2:00 p.m. (New York time) on the proposed borrowing date oral approval with respect to any Advance. The notice from the Agent to the Lenders shall set forth the information contained in the Borrowers' notice of borrowing. Not later than 3:30 p.m. (New York time) on the proposed borrowing date, each Lender will make available to the Agent, for the account of the Borrowers, at the Agent's Office in funds immediately available to the Agent, an amount equal to such Lender's Commitment Percentage of the Revolving Credit Loans to be made on such borrowing datespecified Asset Pool.
Appears in 1 contract
Requests for Borrowing. A request for a borrowing shall be made, or shall be deemed to be made, in the following manner:
(1i) with respect to requests for Revolving Credit Loans, a Financial Officer of Trism (or another authorized officer designated by a Financial Officer and listed on Schedule 2.2 hereto) the Borrower shall give the Agent notice, in the form of Exhibit B hereto, for and on behalf of the Borrowers not later than 1:00 p.m. (New York time) on the Business Day of the proposed Advance, notice of its intention to borrow, specifying the amount of the proposed borrowingAdvance, the proposed borrowing date and whether the Advance shall be a Eurodollar Rate Advance or a Prime Rate Advance, which notice shall be given in accordance with the provisions of Section 4.1 hereof; providedSECTION 4.1;
(ii) whenever a presentment or request for payment is made against the Controlled Disbursement Account in an amount greater than the then available balance in such account, however, that upon written notice from Agent, Borrowers such presentation or request shall thereafter include in each be deemed to be a request for a Prime Rate Advance on the date of such notice in an amount equal to the excess of a proposed Advance the amount of Borrowing Base Availability after giving effect to such requested Advance,check over such available balance;
(2iii) unless payment is otherwise made by the BorrowersBorrower, the becoming due maturity of any amount Secured Obligation required to be paid under this Agreement or any of the Notes as interest shall be deemed to be a request for an a Prime Rate Advance on the due date in the amount required to pay such interest,Secured Obligation; and
(3iv) unless payment if a drawing is otherwise made by under the BorrowersStandby Letter of Credit and the Borrower fails to reimburse NationsBank and the Lenders therefor, the becoming due of any other Secured Obligation such failure to reimburse shall be deemed to be a request for an Advance on the due date in the amount then so due, and such request shall be irrevocable,
(4) the receipt by the Agent of notification from the Issuing Bank to the effect that a drawing has been made under a Letter of Credit and that a Borrower has failed to reimburse the Issuing Bank therefor in accordance with the terms of the Letter of Credit, the Reimbursement Agreement and Article 3, shall be deemed to be a request for an Prime Rate Advance on the date such notification is received in the amount of such drawing which is so unreimbursed; and
(5) unless payment is otherwise made by a Borrower, the receipt by Agent of a demand for reimbursement by a Clearing Bank pursuant to the provisions of any Agency Account Agreement, shall be deemed to be a request for an Advance on the date any such demand is received by Agent in the amount set forth therein;
(1) . Unless the Agent has elected periodic settlements pursuant to Section 4.7SECTION 4.8, the Agent shall promptly notify the Lenders of any notice of borrowing given or deemed given pursuant to this Section 2.2(aSECTION 2.2(A) by 2:00 p.m. 12:00 noon (New York Atlanta time) on the proposed borrowing date with respect to any a Prime Rate Advance or on the second Business Day prior to the proposed borrowing date with respect to a Eurodollar Rate Advance. The notice from the Agent to the Lenders shall set forth the information contained in the Borrowers' Borrower's notice of borrowing. Not later than 3:30 1:30 p.m. (New York Atlanta time) on the proposed borrowing date, each Lender will make available to the Agent, for the account of the BorrowersBorrower, at the Agent's Office in funds immediately available to the Agent, an amount equal to such Lender's Commitment Percentage of the Revolving Credit Loans to be made on such borrowing date.
Appears in 1 contract
Sources: Loan and Security Agreement (Supreme International Corp)
Requests for Borrowing. A request for From time to time during the period from the date hereof to and including the Facility Termination Date, the Borrower may present to the Lender written information describing a borrowing shall be made, or shall be deemed to be made, in the following manner:
particular Asset Pool (1i) with respect to Revolving Credit Loans, which the Borrower intends to submit an offer to purchase and (ii) requesting that the Lender make a Financial Officer Loan to the Borrower of Trism up to the Maximum Monthly Amount to finance up to seventy five and sixty-one hundredths percent (75.61%) of the Total Cost of such Asset Pool or another authorized officer designated by such other amount as the Lender shall have indicated it would consider financing in any prior discussions with the Borrower related to such Asset Pool. Each such request for a Financial Officer and listed on Schedule 2.2 hereto) Loan hereunder shall give the Agent notice, be in substantially the form of Exhibit B heretoA hereto (each a “Borrowing Request”), for and on behalf of shall state the Borrowers not later than 1:00 p.m. Loan Series in which such Loan is to be included and shall be accompanied by the relevant bid package (New York time) on the Business Day of including the proposed AdvancePurchase Agreement to be entered into if the Borrower is the successful bidder for such Asset Pool), of its intention all relevant written or electronic information acquired by and all material oral information actually known to borrow, specifying the amount of Borrower regarding the proposed borrowingAccounts comprising such Asset Pool, the proposed borrowing date Servicing Fee for collection of such Accounts, projections of the Borrower’s anticipated recoveries, cash flows and which notice net returns to be obtained upon collection of all Assets in the Asset Pool, and such other information as the Lender may reasonably request. The Lender shall accept or reject a Borrowing Request within five (5) Business Days after receipt thereof from the Borrower. The Lender’s failure to respond to a Borrowing Request within five (5) Business Days (or within such extended period as may be given required in accordance with the provisions of Section 4.1 hereof; provided, however, that upon written notice from Agent, Borrowers shall thereafter include in each such notice of a proposed Advance the amount of Borrowing Base Availability after giving effect to such event additional information or documentation is requested Advance,
(2) unless payment is otherwise made by the Borrowers, the becoming due of any amount required to be paid under this Agreement or any of the Notes as interest Lender) shall be deemed to be a request for an Advance on rejection of the due date Borrowing Request by the Lender. Notwithstanding anything in the amount required foregoing to pay such interest,
(3) unless payment is otherwise made by the Borrowerscontrary, the becoming due of any other Secured Obligation Lender’s decision to accept or reject a Borrowing Request shall be deemed to be a request for an Advance on the due date in the amount then so dueLender’s sole and absolute discretion and the Lender may decline any Borrowing Request for any reason (or no reason), without notification, justification or explanation, and such request shall be irrevocable,
(4) without regard to whether or not the receipt by the Agent Lender has given any prior indication of notification from the Issuing Bank to the effect that a drawing has been made under a Letter of Credit and that a Borrower has failed to reimburse the Issuing Bank therefor in accordance with the terms of the Letter of Credit, the Reimbursement Agreement and Article 3, shall be deemed to be a request for an Advance on the date such notification is received in the amount of such drawing which is so unreimbursed; and
(5) unless payment is otherwise made by a Borrower, the receipt by Agent of a demand for reimbursement by a Clearing Bank pursuant to the provisions of any Agency Account Agreement, shall be deemed to be a request for an Advance on the date any such demand is received by Agent in the amount set forth therein;
(1) Unless the Agent has elected periodic settlements pursuant to Section 4.7, the Agent shall promptly notify the Lenders of any notice of borrowing given interest or deemed given pursuant to this Section 2.2(a) by 2:00 p.m. (New York time) on the proposed borrowing date oral approval with respect to any Advance. The notice from the Agent to the Lenders shall set forth the information contained in the Borrowers' notice of borrowing. Not later than 3:30 p.m. (New York time) on the proposed borrowing date, each Lender will make available to the Agent, for the account of the Borrowers, at the Agent's Office in funds immediately available to the Agent, an amount equal to such Lender's Commitment Percentage of the Revolving Credit Loans to be made on such borrowing datespecified Asset Pool.
Appears in 1 contract
Sources: Credit Agreement (West Corp)
Requests for Borrowing. A request for a borrowing shall be madeFollowing the Effective Date, or shall be deemed to be made, in the following manner:
(1) with respect to Revolving Credit Loans, a Financial Officer of Trism (or another authorized officer designated by a Financial Officer and listed on Schedule 2.2 hereto) Borrower shall give the Agent notice, Lenders a notice of each Loan (other than any Interest Loan) substantially in the form of Exhibit B heretoA (a "BORROWING NOTICE"), for and on behalf duly executed by the Chief Executive Officer or Chief Financial Officer of the Borrowers ATTL, not later than 1:00 p.m. (New York time) on the fifth Business Day prior to the borrowing date of the proposed Advance, such Loan of its intention to borrow, specifying (I) the principal amount of such Loan in Dollars, which shall be in an aggregate amount of $2,000,000 or an integral multiple of $1,000,000 in excess thereof (not to exceed, together with any outstanding Loans other than Interest Loans, the Aggregate Commitment), (II) the borrowing date of such Loan, which shall be a Business Day, (III) the name of any Borrowing Subsidiary proposed to be a borrower and (IV) the bank account or accounts of the Borrower (or Borrowing Subsidiary) to which the Loan is to be disbursed, and certifying, as of the date of the Borrowing Notice and as of the borrowing date, that (W) the Borrower and the Borrowing Subsidiaries have performed and complied with all the respective terms and conditions of this Agreement applicable to them, (X) the representations and warranties contained in Section 9 are and will be true and correct; (Y) there exists and will exist no condition or event which constitutes or which, after notice or passage of time or both, would constitute an Event of Default, and (Z) the amount of the proposed borrowing, Loan specified in the proposed borrowing date and which notice shall be given in accordance Borrowing Notice is consistent with the provisions of Section 4.1 hereof; provided, however, that upon written notice from Agent, Borrowers shall thereafter include in each such notice of a proposed Advance the amount of most recently delivered Budget. Any Borrowing Base Availability Notice received after giving effect to such requested Advance,
(2) unless payment is otherwise made by the Borrowers, the becoming due of any amount required to be paid under this Agreement or any of the Notes as interest shall be deemed to be a request for an Advance on the due date in the amount required to pay such interest,
(3) unless payment is otherwise made by the Borrowers, the becoming due of any other Secured Obligation shall be deemed to be a request for an Advance on the due date in the amount then so due, and such request shall be irrevocable,
(4) the receipt by the Agent of notification from the Issuing Bank to the effect that a drawing has been made under a Letter of Credit and that a Borrower has failed to reimburse the Issuing Bank therefor in accordance with the terms of the Letter of Credit, the Reimbursement Agreement and Article 3, shall be deemed to be a request for an Advance on the date such notification is received in the amount of such drawing which is so unreimbursed; and
(5) unless payment is otherwise made by a Borrower, the receipt by Agent of a demand for reimbursement by a Clearing Bank pursuant to the provisions of any Agency Account Agreement, shall be deemed to be a request for an Advance on the date any such demand is received by Agent in the amount set forth therein;
(1) Unless the Agent has elected periodic settlements pursuant to Section 4.7, the Agent shall promptly notify the Lenders of any notice of borrowing given or deemed given pursuant to this Section 2.2(a) by 2:00 p.m. 12:00 noon (New York time) shall be deemed received on the proposed borrowing date with respect next Business Day. If the Borrower requests in a Borrowing Notice pursuant to any Advance. The notice from this Section that all or a portion of an amount of the Agent Loan specified therein be made available to one or more Borrowing Subsidiaries, Borrower must deliver the Borrowing Notice to the Lenders shall set forth the information contained in the Borrowers' notice of borrowing. Not not later than 3:30 p.m. (New York timeI) on the proposed borrowing date, each Lender will make available 20 Business Days prior to the Agent, for the account of the Borrowers, at the Agent's Office requested borrowing date if any relevant Borrowing Subsidiary is domiciled in funds immediately available Colombia or Brazil; or (II) 10 Business Days prior to the Agentrequested borrowing date if any relevant Borrowing Subsidiary is domiciled in Peru, an amount equal to such Lender's Commitment Percentage of the Revolving Credit Loans to be made on such borrowing dateArgentina or Chile.
Appears in 1 contract
Sources: Credit Facility Agreement (At&t Latin America Corp)
Requests for Borrowing. A request By delivering to the Administrative Agent a Loan Request on or before 10:00 a.m., Boston time, the Borrower may from time to time request, on not less than one nor more than five Business Days' notice for a borrowing shall be made, or shall be deemed to be made, in the following manner:
(1) with respect to Revolving Credit Loans, a Financial Officer of Trism Base Rate Tranches (or another authorized officer designated by a Financial Officer and listed on Schedule 2.2 hereto) shall give the Agent notice, in the form of Exhibit B hereto, not less than three nor more than five Business Days' notice for and on behalf of the Borrowers not later than 1:00 p.m. (New York time) on the Business Day of the proposed Advance, of its intention to borrow, specifying the amount of the proposed borrowing, the proposed borrowing date and which notice shall be given in accordance with the provisions of Section 4.1 hereof; provided, howeverEurodollar Tranches), that upon written notice from Agent, Borrowers shall thereafter include in each such notice of a proposed Advance the amount of Borrowing Base Availability after giving effect to such requested Advance,
(2) unless payment is otherwise Revolving Loans be made by the BorrowersLenders in a minimum aggregate original principal amount of $1,000,000, the becoming due of any amount required to be paid under this Agreement or any integral multiple of $100,000 in excess thereof, on the Notes as interest shall be deemed to Drawdown Date (which must be a request for an Advance on the due date Business Day) specified in the amount required to pay such interest,
(3) unless payment is otherwise made by the Borrowers, the becoming due of any other Secured Obligation shall be deemed to be a request for an Advance on the due date in the amount then so due, and such request shall be irrevocable,
(4) the receipt by the Agent of notification from the Issuing Bank to the effect that a drawing has been made under a Letter of Credit and that a Borrower has failed to reimburse the Issuing Bank therefor in accordance with the terms of the Letter of Credit, the Reimbursement Agreement and Article 3, shall be deemed to be a request for an Advance on the date such notification is received in the amount of such drawing which is so unreimbursed; and
(5) unless payment is otherwise made by a Borrower, the receipt by Agent of a demand for reimbursement by a Clearing Bank pursuant to the provisions of any Agency Account Agreement, shall be deemed to be a request for an Advance on the date any such demand is received by Agent in the amount set forth therein;
(1) Unless the Agent has elected periodic settlements pursuant to Section 4.7, the Loan Request. The Administrative Agent shall promptly notify the Lenders of the receipt of any notice such Loan Request. Subject to the terms and conditions of borrowing given this Agreement, on or deemed given pursuant to this Section 2.2(a) by 2:00 p.m. (New York before 12:00 p.m., Boston time) , on the proposed borrowing date with respect to any Advance. The notice from the Agent to the Lenders shall set forth the information contained Drawdown Date specified in the Borrowers' notice of borrowing. Not later than 3:30 p.m. (New York time) on the proposed borrowing dateLoan Request, each Lender will make available to shall provide the Agent, for the account of the Borrowers, at the Agent's Office Administrative Agent with funds in funds immediately available to the Agent, an amount equal to such Lender's Commitment Percentage of the requested Revolving Credit Loans, by transferring immediately available funds to such account as the Administrative Agent shall specify from time to time by notice to the Lenders. The proceeds of each Borrowing shall be made available by the Administrative Agent to the Borrower on the Drawdown Date specified in the Loan Request by wire transferring such funds in such amount or causing such funds in such amount to be wire transferred to such account of the Borrower, or to such designees of the Borrower, as shall be designated by the Borrower to the Administrative Agent in the Loan Request therefor. Each request for Revolving Loans made pursuant to this Section 3.1.1 shall constitute the representation and warranty of the Borrower made to the Agents and the Lenders that all of the applicable conditions contained in Article VII will, after giving effect to such Revolving Loans, be satisfied, and the making available of such Revolving Loans to the Borrower shall be made on such borrowing datesubject to the satisfaction of the applicable conditions of Article VII.
Appears in 1 contract
Sources: Credit Agreement (Chiquita Brands International Inc)
Requests for Borrowing. A request for From time to time during the period from the date hereof to and including the Funding Termination Date, the Borrower may present to the Lender written information describing a borrowing shall be made, or shall be deemed to be made, in the following manner:
particular Asset Pool (1i) with respect to Revolving Credit Loans, which the Borrower intends to submit an offer to purchase and (ii) requesting that the Lender make a Financial Officer Loan to the Borrower to finance up to ninety percent (90%) of Trism (or another authorized officer designated by the Total Cost of such Asset Pool. Each such request for a Financial Officer and listed on Schedule 2.2 hereto) Loan hereunder shall give the Agent notice, be in substantially the form of Exhibit B heretoA hereto (each a "Borrowing Request"), for and on behalf of shall be accompanied by the Borrowers not later than 1:00 p.m. relevant bid package (New York time) on the Business Day of the proposed Advanceincluding, of its intention to borrow, specifying the amount of the proposed borrowingif available, the proposed borrowing date Purchase Agreement (or Forward Flow Purchase Agreement, if applicable and which notice shall available) to be given entered into if the Borrower is the successful bidder for such Asset Pool (or in accordance with the provisions of Section 4.1 hereof; provided, however, that upon written notice from Agent, Borrowers shall thereafter include in each such notice case of a proposed Advance the amount of Borrowing Base Availability after giving effect to such requested Advance,
(2) unless payment is otherwise made Purchase Agreement assigned by the BorrowersParent or a Purchase Affiliate, as applicable, in connection with Section 2.1(g), the becoming due Purchase Agreement so assigned), all relevant information known to the Borrower regarding the Accounts comprising such Asset Pool, the proposed Servicing Fee for collection of any amount required such Accounts, projections of the Borrower's anticipated recoveries, cash flows and net returns to be obtained upon collection of such Accounts, a projection of the combined interest and Contingent Payments to be paid under this Agreement or any to the Lender over the expected term of such Asset Pool as contemplated in Treasury Regulation ss. 1.1275-4(b), which projection shall constitute the accrual for federal income tax purposes, of the Notes Borrower's interest deductions and the Lender's interest income with respect to such Asset Pool (the "Projected Accrual Schedule") and such other information as interest the Lender may reasonably request. The Lender shall accept or reject a Borrowing Request within five (5) Business Days (the "Response Period"), after receipt thereof from the Borrower. The Lender's failure to accept a Borrowing Request within the Response Period shall be deemed to be a request for an Advance on rejection of the due date Borrowing Request by the Lender. Notwithstanding anything in the amount required foregoing to pay such interest,
(3) unless payment is otherwise made by the Borrowerscontrary, the becoming due of any other Secured Obligation Lender's decision to accept or reject a Borrowing Request shall be deemed to be a request for an Advance on the due date in the amount then so dueLender's sole and absolute discretion and the Lender may decline any Borrowing Request for any reason (or no reason), without notification, justification or explanation, and such request shall be irrevocable,
(4) without regard to whether or not the receipt by the Agent Lender has given any prior indication of notification from the Issuing Bank to the effect that a drawing has been made under a Letter of Credit and that a Borrower has failed to reimburse the Issuing Bank therefor in accordance with the terms of the Letter of Credit, the Reimbursement Agreement and Article 3, shall be deemed to be a request for an Advance on the date such notification is received in the amount of such drawing which is so unreimbursed; and
(5) unless payment is otherwise made by a Borrower, the receipt by Agent of a demand for reimbursement by a Clearing Bank pursuant to the provisions of any Agency Account Agreement, shall be deemed to be a request for an Advance on the date any such demand is received by Agent in the amount set forth therein;
(1) Unless the Agent has elected periodic settlements pursuant to Section 4.7, the Agent shall promptly notify the Lenders of any notice of borrowing given interest or deemed given pursuant to this Section 2.2(a) by 2:00 p.m. (New York time) on the proposed borrowing date oral approval with respect to any Advance. The notice from the Agent to the Lenders shall set forth the information contained in the Borrowers' notice of borrowing. Not later than 3:30 p.m. (New York time) on the proposed borrowing date, each Lender will make available to the Agent, for the account of the Borrowers, at the Agent's Office in funds immediately available to the Agent, an amount equal to such Lender's Commitment Percentage of the Revolving Credit Loans to be made on such borrowing datespecified Asset Pool.
Appears in 1 contract
Requests for Borrowing. A request for a borrowing shall be made, or shall be deemed to be made, in the following manner:
(1i) with respect to Borrower shall give Lender notice of each request for a Revolving Credit LoansLoan, a Financial Officer of Trism (or another authorized officer designated by a Financial Officer and listed on Schedule 2.2 hereto) shall give the Agent notice, in the form of Exhibit B hereto, for and on behalf of the Borrowers not later than 1:00 p.m. (New York time) on the Business Day of the proposed Advance, of its intention to borrow, therein specifying the amount of the proposed borrowing, borrowing and the proposed borrowing date and which date, as provided herein. With respect to the Initial Loan, Borrower shall give Lender reasonable prior notice shall be given in accordance sufficient to allow Lender to confirm Borrower's compliance with the provisions of Section 4.1 hereof; providedconditions required by Section
4.1. With respect to all subsequent Revolving Credit Loans, howeverBorrower shall give notice to Lender prior to 11:00 a.m., that upon written notice from AgentHouston, Borrowers shall thereafter include in each such Texas time on the proposed borrowing date. Any notice of a proposed Advance request for a Revolving Credit Loan which is received by Lender after 11:00 a.m., Houston, Texas time shall be deemed to be received on the amount of Borrowing Base Availability after giving effect to such requested Advance,next succeeding Business Day.
(2ii) unless whenever a check is presented to Lender for payment is otherwise made by against the BorrowersControlled Disbursement Account in an amount greater than the then available balance in such account, the becoming due of any amount required to be paid under this Agreement or any of the Notes as interest such presentation shall be deemed to be a request for an Advance a borrowing on the date of such notice in an amount equal to the excess of such check over such available balance;
(iii) If any Secured Obligation becomes due date and payable at any time prior to the time otherwise provided by Section 2.3, or as required by Lender pursuant to Section 11.2, then Borrower shall be deemed to have requested Lender to make a Revolving Credit Loan in the amount required to pay of such interest,
(3) unless payment is otherwise made by the BorrowersSecured Obligation, the becoming due of any other and Lender in its sole discretion may make such Revolving Credit Loan, in which event such Secured Obligation shall be deemed to be a request for an Advance on the due date in paid and the amount then so due, and such request thereof shall be irrevocable,
(4) the receipt by the Agent of notification from the Issuing Bank to the effect that included as a drawing has been made under a Letter of Credit and that a Borrower has failed to reimburse the Issuing Bank therefor in accordance with the terms of the Letter of Credit, the Reimbursement Agreement and Article 3, shall be deemed to be a request for an Advance on the date such notification is received in the amount of such drawing which is so unreimbursed; and
(5) unless payment is otherwise made by a Borrower, the receipt by Agent of a demand for reimbursement by a Clearing Bank pursuant to the provisions of any Agency Account Agreement, shall be deemed to be a request for an Advance on the date any such demand is received by Agent in the amount set forth therein;
(1) Unless the Agent has elected periodic settlements pursuant to Section 4.7, the Agent shall promptly notify the Lenders of any notice of borrowing given or deemed given pursuant to this Section 2.2(a) by 2:00 p.m. (New York time) on the proposed borrowing date with respect to any Advance. The notice from the Agent to the Lenders shall set forth the information contained in the Borrowers' notice of borrowing. Not later than 3:30 p.m. (New York time) on the proposed borrowing date, each Lender will make available to the Agent, for the account of the Borrowers, at the Agent's Office in funds immediately available to the Agent, an amount equal to such Lender's Commitment Percentage part of the Revolving Credit Loans (provided, however, that Lender shall have no obligation to be made on make any such borrowing dateRevolving Credit Loan).
(iv) pursuant to Section 2.6(b).
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Requests for Borrowing. A request for From time to time during the period from the date hereof to and including the Funding Termination Date, the Borrower may present to the Lender written information describing a borrowing shall be made, or shall be deemed to be made, in the following manner:
particular Asset Pool (1i) with respect to Revolving Credit Loans, which the Borrower intends to submit an offer to purchase and (ii) requesting that the Lender make a Financial Officer of Trism Loan to the Borrower to finance up to forty percent (or another authorized officer designated by a Financial Officer and listed on Schedule 2.2 hereto40%) shall give the Agent notice, in the form of Exhibit B hereto, for and on behalf of the Borrowers not later than 1:00 p.m. (New York time) on the Business Day Total Cost of the proposed Advance, of its intention to borrow, specifying the amount of the proposed borrowing, the proposed borrowing date and which notice shall be given in accordance with the provisions of Section 4.1 hereofsuch Asset Pool; provided, however, that upon written notice from Agentthe Lender may, Borrowers in its sole and absolute discretion, agree to increase such percentage on a transaction-by-transaction basis. Each such request for a Loan hereunder shall thereafter include be in substantially the form of Exhibit A hereto (each a “Borrowing Request”), and shall be accompanied by the relevant bid package (including, if available, the proposed Purchase Agreement (or Forward Flow Purchase Agreement, if applicable and available) to be entered into if the Borrower is the successful bidder for such notice Asset Pool (or in the case of a proposed Advance the amount of Borrowing Base Availability after giving effect to such requested Advance,
(2) unless payment is otherwise made Purchase Agreement assigned by the BorrowersParent or a Purchase Affiliate, as applicable, in connection with Section 2.1(g), the becoming due Purchase Agreement so assigned), all relevant information known to the Borrower regarding the Accounts comprising such Asset Pool, the proposed Servicing Fee for collection of any amount required such Accounts, projections of the Borrower’s anticipated recoveries, cash flows and net returns to be paid under this Agreement obtained upon collection of such Accounts and such other information as the Lender may reasonably request. The Lender shall accept or any of reject a Borrowing Request within five (5) Business Days (the Notes as interest “Response Period”), after receipt thereof from the Borrower. The Lender’s failure to accept a Borrowing Request within the Response Period shall be deemed to be a request for an Advance on rejection of the due date Borrowing Request by the Lender. Notwithstanding anything in the amount required foregoing to pay such interest,
(3) unless payment is otherwise made by the Borrowerscontrary, the becoming due of any other Secured Obligation Lender’s decision to accept or reject a Borrowing Request shall be deemed to be a request for an Advance on the due date in the amount then so dueLender’s sole and absolute discretion and the Lender may decline any Borrowing Request for any reason (or no reason), without notification, justification or explanation, and such request shall be irrevocable,
(4) without regard to whether or not the receipt by the Agent Lender has given any prior indication of notification from the Issuing Bank to the effect that a drawing has been made under a Letter of Credit and that a Borrower has failed to reimburse the Issuing Bank therefor in accordance with the terms of the Letter of Credit, the Reimbursement Agreement and Article 3, shall be deemed to be a request for an Advance on the date such notification is received in the amount of such drawing which is so unreimbursed; and
(5) unless payment is otherwise made by a Borrower, the receipt by Agent of a demand for reimbursement by a Clearing Bank pursuant to the provisions of any Agency Account Agreement, shall be deemed to be a request for an Advance on the date any such demand is received by Agent in the amount set forth therein;
(1) Unless the Agent has elected periodic settlements pursuant to Section 4.7, the Agent shall promptly notify the Lenders of any notice of borrowing given interest or deemed given pursuant to this Section 2.2(a) by 2:00 p.m. (New York time) on the proposed borrowing date oral approval with respect to any Advance. The notice from the Agent to the Lenders shall set forth the information contained in the Borrowers' notice of borrowing. Not later than 3:30 p.m. (New York time) on the proposed borrowing date, each Lender will make available to the Agent, for the account of the Borrowers, at the Agent's Office in funds immediately available to the Agent, an amount equal to such Lender's Commitment Percentage of the Revolving Credit Loans to be made on such borrowing datespecified Asset Pool.
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Sources: Credit Agreement (NCO Group, Inc.)