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Borrowing Resolutions
Borrowing Resolutions contract clause examples
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Borrowing. Each Borrowing of a Revolving Credit Loan (each, a “Borrowing”) shall be made on notice, given not later than 11:00 a.m (New York time) on the third Business Day prior to the date of the proposed Borrowing in the case of a LIBOR Rate Advance, and not later than 12:00 p.m. (New York time) on the date of the proposed Borrowing in the case of a Base Rate Advance, by the Borrower Agent to the Agent. Each such notice of a Borrowing shall be by telephone, confirmed immediately in writing (by electronic transmission or otherwise as permitted hereunder), substantially in the form of [Exhibit B] (a “Notice of Borrowing”), specifying therein the requested # date of such Borrowing, # the Type of Advance comprising such Borrowing, # the aggregate principal amount of such Borrowing and # the Interest Period, in the case of a LIBOR Rate Advance.

Section # Making the Advances. (a) Each Borrowing shall be made on notice, given not later than 12:00 Noon (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances, or not later than 11:00 A.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or telecopier or e‑mail, in each case in substantially the form of [Exhibit B] hereto, specifying therein the requested # date of such Borrowing, # Type of Advances comprising such Borrowing, # aggregate amount of such Borrowing and # in the case of a Borrowing consisting of Eurodollar Rate Advances, initial Interest Period for each such Advance. Each Lender shall, before 12:00 Noon (New York City time) on the date of such Borrowing in the case of a Borrowing consisting of Eurodollar Rate Advances and 1:00 P.M. (New York City time) on the date of such Borrowing in the case of a Borrowing consisting of Base Rate Advances, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing in accordance with the respective Commitments of such Lender and the other Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s Account.

. Borrower shall give written notice (each such written notice, a “Notice of Borrowing”) substantially in the form of [Exhibit E] or telephonic notice (followed immediately by a Notice of Borrowing) to Lender not later than 11:00 A.M., Chicago time, at least one (1) Business Day prior to the proposed date of any Revolving Loan. Such notice shall be effective upon receipt by Lender, shall be irrevocable, and shall specify the date and amount of borrowing. Each borrowing shall be on a Business Day. Each borrowing shall be in an aggregate amount of at least $100,000 and an integral multiple of at least $50,000. Notwithstanding the foregoing, Lender may, in its sole discretion, process an advance against the Revolving Loan Commitment on the same Business Day provided that # Borrower shall have provided Lender with a Notice of Borrowing not later than 11:00 A.M., Chicago time on such day; and # in lieu of the LIBOR Rate, any such Loan shall accrue interest at the Prime Rate plus/minus any applicable spread.

Method of Borrowing for Committed Loans. By no later than 11:00 a.m. (10:00 a.m. for LIBOR Loans and Base Rate Loans) # three Business Days prior to the date of the requested borrowing of Revolving Loans that will be Eurodollar Loans or # on the day of the requested borrowing of any Revolving Loans that will be LIBOR Loans or Base Rate Loans, the Borrowers shall submit an irrevocable written Notice of Borrowing in the form of [Exhibit 2.1](c) to the Administrative Agent setting forth # the amount

Requests for Loans. Not later than 11:00 a.m., New York City time on the Business Day of a borrowing of Loans that are to be Base Rate Loans and at least three (3) Business Days prior to a borrowing of Loans that are to be LIBOR Loans, the Borrower shall deliver to the Administrative Agent a Notice of Borrowing; provided that notwithstanding the foregoing, with respect to a borrowing of LIBOR Loans on the Funding Date, if agreed by all Lenders, the DB1/ 113000430.10

Each Borrowing of Revolving Credit Loans shall be made upon each Borrower’s irrevocable notice to the Administrative Agent, which may be given by # telephone or # a Notice of Borrowing; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing. Each such Notice of Borrowing must be received by the Administrative Agent not later than 11:00 a.m. (i) three (3) Business Days prior to the requested date of any Borrowing of LIBOR Loans and # on the requested date of any Borrowing of Prime Rate Loans. Such Notice of Borrowing shall contain disbursement instructions and shall specify: # whether the Borrowing then being requested is to be a Borrowing of Prime Rate Loans or LIBOR Loans and, if LIBOR Loans, the Interest Period with respect thereto, provided that all Revolving Credit Loans to be made on the Effective Date shall be Prime Rate Loans; # the amount of the proposed Borrowing (which shall be in an integral multiple of $100,000, but not less than $2,000,000 in the case of LIBOR Loans); and # the date of the proposed Borrowing (which shall be a Business Day). If no election of Interest Period is specified in any such notice for a Borrowing of LIBOR Loans, such notice shall be deemed a request for an Interest Period of one (1) month. If no election is made as to the Type of Revolving Credit Loan, such notice shall be deemed a request for Borrowing of Prime Rate Loans. The Administrative Agent shall promptly notify each Lender of its proportionate share of such Borrowing, the date of such Borrowing, the Type of Borrowing being requested and the Interest Period or Interest Periods applicable thereto, as appropriate. On the borrowing date specified in such Notice of Borrowing, each Lender shall make its share of the Borrowing available at the Administrative Agent’s Office no later than 2:00

To request a Revolving Credit Loan other than on the Effective Date (it being understood that all Revolving Credit Loans outstanding under the Existing Credit Agreement shall remain outstanding hereunder), the Borrower shall deliver a Borrowing Notice to the Administrative Agent prior to 12:00 noon on the day of each Base Rate Loan and at least three (3) Business Days before each LIBOR Loan, specifying: # the requested Borrowing Date; # the amount of such Loan; # the type of Loan; and # in the case of a LIBOR Loan, the duration of the Interest Period applicable thereto. The Administrative Agent shall promptly notify each Bank of its receipt of a Borrowing Notice for a Revolving Credit Loan. Not later than 1:00 p.m. on the date of such Revolving Credit Loan, each Bank will make available to the Administrative Agent at the Administrative Agent's Principal Office in immediately available funds, such Bank's Pro Rata Share of such Revolving Credit Loan. After the Administrative Agent's receipt of such funds, not later than 1:00 p.m. on the date of such Revolving Credit Loan and upon fulfillment of the applicable conditions set forth in Section 3, the Administrative Agent will make such Revolving Credit Loan available to the Borrower in immediately available funds by crediting the amount thereof to the following account with the Administrative Agent: Account styled [[Borrower:Organization]] Operating Account, No. 209908769. All Borrowing Notices shall be irrevocable and shall be given not later than 12:00 noon on the day which is not less than the number of Business Days specified above for such Borrowing Notice.

To request Loans, Borrower Agent shall give Agent a Notice of Borrowing by 11:00 a.m. (i) on the requested funding date, in the case of Base Rate Loans, and # at least two Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices received by Agent after such time shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify # the Borrowing amount, # the requested funding date (which must be a Business Day), # whether the Borrowing is to be made as a Base Rate Loan or LIBOR Loan, and # in the case of a LIBOR Loan, the applicable Interest Period (which shall be deemed to be 30 days if not specified).

If the Borrower desires to request a Borrowing it shall give the Agents a written notice in substantially the form set forth on [Exhibit B] hereto (each, a "Notice of Borrowing"), which Notice of Borrowing shall promptly be sent by the Administrative Agent # to each Revolving Lender not later than 2:00 p.m. (New York City time) at least one Business Day prior to the day of the requested Borrowing and # to each Term Lender not later than 2:00 p.m. (New York City time) at least three Business Days prior to the day of the requested Borrowing.

Section # Making the Revolving Advances. (A) Except as otherwise provided herein, the Borrower may request the Lenders to make Revolving Advances to the Borrower once per calendar month by the delivery to the Administrative Agent, each Funding Agent and each Conduit Lender, not later than 12:00 P.M. (New York City time) on a date that is at least five (5) Business Days prior to the proposed Borrowing Date of a written notice of such request substantially in the form of Exhibit B-2 attached hereto (each such notice, a “Notice of Borrowing”). Such Notice of Borrowing shall be accompanied by a duly completed Borrowing Base Certificate signed by a Responsible Officer of the Borrower unless the proposed Borrowing Date is more than five (5) Business Days after the date of such Notice of Borrowing, in which case Borrower shall deliver such Borrowing Base Certificate on the date that is five (5) Business Days prior to the proposed Borrowing Date. Any Notice of Borrowing or Borrowing Base Certificate received by the Administrative Agent, the Funding Agents or the Conduit Lenders after the time specified in the immediately preceding sentence shall be deemed to have been received on the next Business Day, and to the extent that results in the proposed Borrowing Date being earlier than five (5) Business Days after the date of delivery of such Notice of Borrowing, then the date specified in such Notice of Borrowing as the proposed Borrowing Date of a Revolving Advance shall be deemed to be the Business Day immediately succeeding the proposed Borrowing Date of such Revolving Advance specified in such Notice of Borrowing. The proposed Borrowing Date specified in a Notice of Borrowing shall be no earlier than five (5) Business Days, and no later than thirty (30) days, after the date of delivery of such Notice of Borrowing. Unless otherwise provided herein, each Notice of Borrowing shall be irrevocable. The aggregate principal amount of the Revolving Advances requested by the Borrower for any Borrowing Date shall not be less than the lower of # $2,500,000 and any multiple of $100,000 in excess thereof and # the remaining amount necessary in order for the Borrower to borrow the maximum aggregate amount of Revolving Advances then permitted under [Section 3.2(A)(ix)].

Notice of Borrowing. The Partnership shall request a Revolving Loan borrowing by delivering a written Notice of Borrowing (or telephone notice promptly confirmed in writing by delivery of a written Notice of Borrowing, which delivery may be by fax) to the Administrative Agent not later than 11:00 A.M. on the Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans, and on the third (3rd) Business Day prior to the date of the requested borrowing in the case of LIBOR Rate Loans. Each such Notice of Borrowing shall be irrevocable and shall specify # that a Revolving Loan is requested, # the date of the requested borrowing (which shall be a Business Day), # the aggregate principal amount to be borrowed, # whether the borrowing shall be comprised of Alternate Base Rate Loans, LIBOR Rate Loans or a combination thereof, and if LIBOR Rate Loans are requested, the Interest Period(s) therefor and # which Borrower is requesting such borrowing. If the Partnership shall fail to specify in any such Notice of Borrowing # an applicable Interest Period in the case of a LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, or # the Type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder. The Administrative Agent shall give notice to each Revolving Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Revolving Lender’s share thereof.

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