CONDITIONS TO LOANS AND LETTERS OF CREDIT. The obligation of the Lenders to make a Loan, convert a Base Rate Loan or Overnight LIBOR Loan or continue a Eurodollar Loan and of Agent to issue any Letter of Credit is conditioned, in the case of each borrowing, conversion, continuation or issuance hereunder, upon: (a) all conditions precedent as listed in Article IV hereof shall have been satisfied; (b) with respect to Base Rate Loans and Overnight LIBOR Loans, receipt by Agent of a Notice of Loan, such notice to be received by 12:00 P.M. on the proposed date of borrowing or conversion, and, with respect to Eurodollar Loans, by 12:00 P.M. three (3) Business Days prior to the proposed date of borrowing or conversion; (c) with respect to Letters of Credit, satisfaction of the notice provisions set forth in subsection 2 of Section 2.1 hereof; (d) Borrowers’ request for (i) a Base Rate Loan or an Overnight LIBOR Loan shall be in any amount, and (ii) a Eurodollar Loan shall be in an amount of not less than $250,000 increased by increments of $50,000; (e) the fact that no Default or Event of Default shall then exist or immediately after the making, continuation or conversion of the Loan or issuance of the Letter of Credit would exist; (f) the fact that no Material Adverse Effect, in the reasonable opinion of Agent, shall have occurred; and (g) the fact that each of the representations and warranties contained in Article VII hereof shall be true and correct in all material respects (without duplication of materiality qualifiers) with the same force and effect as if made on and as of the date of the making, conversion or continuation of such Loan, or the issuance of the Letter of Credit, except to the extent that any thereof expressly relate to an earlier date. At no time shall Borrowers request that Eurodollar Loans be outstanding for more than four (4) different Interest Periods at any time, and, if Base Rate Loans are outstanding, then LIBOR Loans shall be limited to one (1) Interest Period at any time. Each request by Borrowers for the making of a Loan, conversion of a Base Rate Loan or Overnight LIBOR Loan or continuation of a Eurodollar Loan or for the issuance of a Letter of Credit hereunder shall be deemed to be a representation and warranty by the Credit Parties as of the date of such request as to the facts specified in (e) and (g) above. Each request for a Eurodollar Loan shall be irrevocable and binding on Borrowers and Borrowers shall indemnify Agent and the Lenders against any loss or expense incurred by Agent or the Lenders as a result of any failure by Borrowers to consummate such transaction including, without limitation, any loss in accordance with Section 2.4 (including loss of anticipated profits) or expense incurred by reason of liquidation or re-employment of deposits or other funds acquired by the Lenders to fund such Loan. A certificate as to the amount of such loss or expense submitted by the Lenders to Borrowers shall be conclusive and binding for all purposes, absent manifest error. Borrowers’ obligations to pay all or any portion of the Secured Debt or the Notes when due under the terms hereof is without setoff or counterclaim.
Appears in 2 contracts
Samples: Credit and Security Agreement (Regional Brands Inc.), Credit and Security Agreement (Regional Brands Inc.)
CONDITIONS TO LOANS AND LETTERS OF CREDIT. The obligation of the Lenders to make a Loan, convert a Base Rate Loan or Overnight LIBOR Loan or continue a Eurodollar Loan and of Agent to issue any Letter of Credit is conditioned, in the case of each borrowing, conversion, continuation or issuance hereunder, upon:
(a) all conditions precedent as listed in Article IV hereof shall have been satisfied;
(b) with respect to Base Rate Loans and Overnight LIBOR Loans, receipt by Agent of a Notice of Loan, such notice to be received by 12:00 P.M. on the proposed date of borrowing or conversion, and, with respect to Eurodollar Loans, by 12:00 P.M. three (3) Business Days prior to the proposed date of borrowing or conversion;
(c) with respect to Letters of Credit, satisfaction of the notice provisions set forth in subsection 2 of Section 2.1 hereof;
(d) Borrowers’ request for (i) a Base Rate Loan or an Overnight LIBOR Loan shall be in any amount, and (ii) a Eurodollar Loan shall be in an amount of not less than $250,000 increased by increments of $50,000[reserved];
(e) the fact that no Default or Event of Default shall then exist or immediately after the making, continuation or conversion of the Loan or issuance of the Letter of Credit would exist;
(f) the fact that no Material Adverse Effect, in the reasonable opinion of Agent, shall have occurred; and
(g) the fact that each of the representations and warranties contained in Article VII hereof shall be true and correct in all material respects (without duplication of materiality qualifiers) with the same force and effect as if made on and as of the date of the making, conversion or continuation of such Loan, or the issuance of the Letter of Credit, except to the extent that any thereof expressly relate to an earlier date. At no time shall Borrowers request that Eurodollar Loans be outstanding for more than four (4) different Interest Periods at any time, and, if Base Rate Loans are outstanding, then LIBOR Loans shall be limited to one (1) Interest Period at any time. Each request by Borrowers for the making of a Loan, conversion of a Base Rate Loan or Overnight LIBOR Loan or continuation of a Eurodollar Loan or for the issuance of a Letter of Credit hereunder shall be deemed to be a representation and warranty by the Credit Parties as of the date of such request as to the facts specified in (e) and (g) above. Each request for a Eurodollar Loan shall be irrevocable and binding on Borrowers and Borrowers shall indemnify Agent and the Lenders against any loss or expense incurred by Agent or the Lenders as a result of any failure by Borrowers to consummate such transaction including, without limitation, any loss in accordance with Section 2.4 (including loss of anticipated profits) or expense incurred by reason of liquidation or re-employment of deposits or other funds acquired by the Lenders to fund such Loan. A certificate as to the amount of such loss or expense submitted by the Lenders to Borrowers shall be conclusive and binding for all purposes, absent manifest error. Borrowers’ obligations to pay all or any portion of the Secured Debt or the Notes when due under the terms hereof is without setoff or counterclaim.
Appears in 1 contract
CONDITIONS TO LOANS AND LETTERS OF CREDIT. The obligation of the Lenders to make a Loan, convert a Base Rate Loan or Overnight LIBOR Loan or continue a Eurodollar Loan and of Agent to issue any Letter of Credit is conditioned, in the case of each borrowing, conversion, continuation borrowing or issuance hereunder, upon:
(a) all conditions precedent as listed in Article IV hereof shall have been satisfied;
(b) with respect to Base Rate Loans and Overnight LIBOR Loans, receipt by Agent of a Notice of Loan, such notice to be received by 12:00 P.M. on the proposed date of borrowing or conversion, and, with respect to Eurodollar Loans, by 12:00 P.M. three (3) Business Days prior to the proposed date of borrowing or conversionborrowing;
(c) with respect to Letters of Credit, satisfaction of the notice provisions set forth in subsection 2 of Section 2.1 2.1A hereof;
(d) Borrowers’ request for (i) a Base Rate Loan or an Overnight LIBOR Loan shall be in any amount, and (ii) a Eurodollar Loan shall be in an amount of not less than $250,000 increased by increments of $50,000;
(e) the fact that no Default or Event of Default shall then exist or immediately after the making, continuation or conversion making of the Loan or issuance of the Letter of Credit would exist;
(fe) the fact that no Material Adverse Effect, in the reasonable opinion of Agent, shall have occurred; and;
(gf) the fact that each of the representations and warranties contained in Article VII hereof shall be true and correct in all material respects (without duplication of materiality qualifiers) with the same force and effect as if made on and as of the date of the making, conversion or continuation making of such Loan, or the issuance of the Letter of Credit, except to the extent that any thereof expressly relate to an earlier date. At no time ;
(g) Each request for: (i) a Term SOFR Loan shall be in an amount of not less than $500,000, increased by increments of $100,000; and (ii) a Swing Loan shall be in an amount agreed to by the Swing Line Lender; and
(h) The Borrowers shall not request that Eurodollar Term SOFR Loans be outstanding for more than four six (46) different Interest Periods at any the same time, and, if Base Rate Loans are outstanding, then LIBOR Loans shall be limited to one (1) or such higher number of Interest Period at any timePeriods as agreed in writing by the Agent. Each request by Borrowers for the making of a Loan, conversion of a Base Rate Loan or Overnight LIBOR Loan or continuation of a Eurodollar Loan or for the issuance of a Letter of Credit hereunder shall be deemed to be a representation and warranty by the Credit Parties as of the date of such request as to the facts specified in (ed) and (gf) above. Each request for a Eurodollar Loan shall be irrevocable and binding on Borrowers and Borrowers shall indemnify Agent and the Lenders against any loss or expense incurred by Agent or the Lenders as a result of any failure by Borrowers to consummate such transaction including, without limitation, any loss in accordance with Section 2.4 (including loss of anticipated profits) or expense incurred by reason of liquidation or re-employment of deposits or other funds acquired by the Lenders to fund such Loan. A certificate as to the amount of such loss or expense submitted by the Lenders to Borrowers shall be conclusive and binding for all purposes, absent manifest error. Borrowers’ obligations to pay all or any portion of the Secured Debt or the Notes when due under the terms hereof is without setoff or counterclaim.
Appears in 1 contract
CONDITIONS TO LOANS AND LETTERS OF CREDIT. The obligation of the Lenders Lender to make a Loanmake, convert a Base Rate Loan or Overnight LIBOR Loan or continue a Eurodollar any Loan and of Agent to issue any Letter of Credit hereunder is conditioned, in the case of each borrowing, conversion, continuation or issuance hereunder, upon:
(a) with respect to the initial borrowings, all conditions precedent as listed in Article IV hereof shall have been satisfied;
(b) with respect to Base Rate Loans and Overnight LIBOR Loans, receipt by Agent Lender of a Notice of Loan, such notice to be received by 12:00 1:00 P.M. (Cleveland, Ohio time) on the proposed date of borrowing or conversion, with respect to a Prime Rate Loan and, with respect to Eurodollar Loansa LIBOR Loan, by 12:00 1:00 P.M. (Cleveland, Ohio time) three (3) Business Days prior to the proposed date of borrowing or conversion;
(c) borrowing; or, with respect to Letters of Credit, satisfaction of the notice provisions set forth in subsection 2 of Section 2.1 2.1B hereof;.
(dc) Borrowers’ Borrower's request for (i) a Base Prime Rate Loan or an Overnight LIBOR Loan shall be in any amount, and (ii) a Eurodollar Loan shall be in an amount of not less than One Hundred Thousand Dollars ($250,000 100,000), and Borrower's request for a LIBOR Loan shall be in an amount of not less than Five Hundred Thousand ($500,000), increased by increments of One Hundred Thousand Dollars ($50,000100,000);
(ed) the fact that no Unmatured Event of Default or Event of Default shall then exist or immediately after the making, conversion or continuation or conversion of the Loan or issuance of the Letter of Credit would exist;
(f) the fact that no Material Adverse Effect, in the reasonable opinion of Agent, shall have occurred; and
(ge) the fact that each of the representations and warranties contained in Article VII hereof shall be true and correct in all material respects (without duplication of materiality qualifiers) with the same force and effect as if made on and as of the date of the making, conversion or continuation of such Loan, or the issuance of the Letter of Credit, except to the extent that any thereof expressly relate to an earlier date. At no time shall Borrowers request that Eurodollar Loans be outstanding for more than four (4) different Interest Periods at any time, and, if Base Rate Loans are outstanding, then LIBOR Loans shall be limited to one (1) Interest Period at any time. Each request by Borrowers for the making of a Loan, conversion of a Base Rate Loan or Overnight LIBOR Loan or continuation of a Eurodollar Loan or for the issuance of a Letter of Credit hereunder shall be deemed to be a representation and warranty by the Credit Parties as of the date of such request as to the facts specified in (e) and (g) above. Each request for a Eurodollar Loan shall be irrevocable and binding on Borrowers and Borrowers shall indemnify Agent and the Lenders against any loss or expense incurred by Agent or the Lenders as a result of any failure by Borrowers to consummate such transaction including, without limitation, any loss in accordance with Section 2.4 (including loss of anticipated profits) or expense incurred by reason of liquidation or re-employment of deposits or other funds acquired by the Lenders to fund such Loan. A certificate as to the amount of such loss or expense submitted by the Lenders to Borrowers shall be conclusive and binding for all purposes, absent manifest error. Borrowers’ obligations to pay all or any portion of the Secured Debt or the Notes when due under the terms hereof is without setoff or counterclaim.
Appears in 1 contract
Samples: Credit and Security Agreement (Aircraft Service International Group Inc)
CONDITIONS TO LOANS AND LETTERS OF CREDIT. The obligation of the Lenders Banks to make a Loan, convert a LIBOR Loan or Base Rate Loan or Overnight LIBOR Loan or continue a Eurodollar LIBOR Loan and of Agent to issue any Letter of Credit is conditioned, in the case of each borrowing, conversion, conversion or continuation of a Loan or issuance of a Letter of Credit hereunder, upon:
(a) all conditions precedent as listed in Article IV hereof shall have been satisfied;
(b) with respect to Base Rate Loans and Overnight LIBOR Loans, receipt by Agent of a Notice of Loan, such notice to be received by 12:00 2:00 P.M. (Cleveland, Ohio time) on the proposed date of borrowing or conversion, and, with respect to Eurodollar LIBOR Loans, by 12:00 2:00 P.M. (Cleveland, Ohio time) three (3) Business Days prior to the proposed date of borrowing borrowing, conversion or conversioncontinuation. Agent shall notify each Bank of the date, amount and initial Interest Period (if applicable) promptly upon the receipt of such notice, and, in any event, by 2:00 P.M. (Cleveland, Ohio time) on the date such notice is received. On the date such Loan is to be made, each Bank shall provide Agent, not later than 3:00 P.M. (Cleveland, Ohio time), with the amount in federal or other immediately available funds, required of it;
(c) with respect to Letters of Credit, satisfaction of the notice provisions set forth in subsection 2 of Section 2.1 2.1B hereof;
(d) Borrowers’ Borrower's request for (i) a Base Rate Loan or an Overnight LIBOR Loan shall be in any amount, and (ii) a Eurodollar Loan shall be in an amount of not less than One Hundred Thousand Dollars ($250,000 100,000), increased by increments of Fifty Thousand Dollars ($50,000), and (ii) a LIBOR Loan shall be in an amount of not less than One Million Dollars ($1,000,000), increased by increments of One Million Dollars ($1,000,000);
(e) the fact that no Default or Event of Default shall then exist or immediately after the making, conversion or continuation or conversion of the Loan or issuance of the Letter of Credit would exist;
(f) the fact that no Material Adverse Effect, in the reasonable opinion of Agent, shall have occurred; and
(gf) the fact that each of the representations and warranties contained in Article VII VI hereof shall be true and correct in all material respects (without duplication of materiality qualifiers) with the same force and effect as if made on and as of the date of the making, conversion conversion, or continuation of such Loan, or the issuance of the Letter of Credit, except to the extent that any thereof expressly relate to an earlier date. At no time shall Borrowers Borrower request that Eurodollar LIBOR Loans be outstanding for more than four ten (410) different Interest Periods at any time, and, if Base Rate Loans are outstanding, then LIBOR Loans shall be limited to one (1) Interest Period at any time. Each request by Borrowers Borrower for the making of a Loan, conversion of a LIBOR Loan or Base Rate Loan or Overnight LIBOR Loan or continuation of a Eurodollar Loan LIBOR Loan, or for the issuance of a Letter of Credit hereunder shall be deemed to be a representation and warranty by the Credit Parties Borrower as of the date of such request as to the facts specified in (e) and (gf) above. Each request for a Eurodollar LIBOR Loan shall be irrevocable and binding on Borrowers Borrower and Borrowers Borrower shall indemnify Agent and the Lenders Banks against any loss or expense incurred by Agent or the Lenders Banks as a result of any failure by Borrowers Borrower to consummate such transaction including, without limitation, any loss in accordance with Section 2.4 (including loss of anticipated profits) or expense incurred by reason of liquidation or re-employment of deposits or other funds acquired by the Lenders Banks to fund such LIBOR Loan. A certificate as to the amount of such loss or expense submitted by the Lenders Banks to Borrowers Borrower shall be conclusive and binding for all purposes, absent manifest error. Borrowers’ obligations to pay all or any portion of the Secured Debt or the Notes when due under the terms hereof is without setoff or counterclaim.
Appears in 1 contract
CONDITIONS TO LOANS AND LETTERS OF CREDIT. The obligation of the Lenders Banks to make a Loan, convert a LIBOR Loan or Base Rate Loan or Overnight LIBOR Loan or continue a Eurodollar LIBOR Loan and of Agent to issue any Letter of Credit is conditioned, in the case of each borrowing, conversion, conversion or continuation of a Loan or issuance of a Letter of Credit hereunder, upon:
(a) all conditions precedent as listed in Article IV hereof shall have been satisfied;
(b) with respect to Base Rate Loans and Overnight LIBOR Loans, receipt by Agent of a Notice of Loan, such notice to be received by 12:00 2:00 P.M. (Cleveland, Ohio time) on the proposed date of borrowing or conversion, and, with respect to Eurodollar LIBOR Loans, by 12:00 2:00 P.M. (Cleveland, Ohio time) three (3) Business Days prior to the proposed date of borrowing borrowing, conversion or conversioncontinuation. Agent shall notify each Bank of the date, amount and initial Interest Period (if applicable) promptly upon the receipt of such notice, and, in any event, by 2:00 P.M. (Cleveland, Ohio time) on the date such notice is received. On the date such Loan is to be made, each Bank shall provide Agent, not later than 3:00 P.M. (Cleveland, Ohio time), with the amount in federal or other immediately available funds, required of it;
(c) with respect to Letters of Credit, satisfaction of the notice provisions set forth in subsection subpart 2 of Section 2.1 2.1A hereof;
(d) Borrowers’ Borrower's request for (i) a Base Rate Loan or an Overnight LIBOR Loan shall be in any amount, and (ii) a Eurodollar Loan shall be in an amount of not less than One Hundred Thousand Dollars ($250,000 100,000), increased by increments of Fifty Thousand Dollars ($50,000), and (ii) a LIBOR Loan shall be in an amount of not less than One Million Dollars ($1,000,000), increased by increments of One Million Dollars ($1,000,000);
(e) the fact that no Default or Event of Default shall then exist or immediately after the making, conversion or continuation or conversion of the Loan or issuance of the Letter of Credit would exist;
(f) the fact that no Material Adverse Effect, in the reasonable opinion of Agent, shall have occurred; and
(gf) the fact that each of the representations and warranties contained in Article VII VI hereof shall be true and correct in all material respects (without duplication of materiality qualifiers) with the same force and effect as if made on and as of the date of the making, conversion conversion, or continuation of such Loan, or the issuance of the Letter of Credit, except to the extent that any thereof expressly relate to an earlier date. At no time shall Borrowers Borrower request that Eurodollar LIBOR Loans be outstanding for more than four ten (410) different Interest Periods at any time, and, if Base Rate Loans are outstanding, then LIBOR Loans shall be limited to one (1) Interest Period at any time. Each request by Borrowers Borrower for the making of a Loan, conversion of a LIBOR Loan or Base Rate Loan or Overnight LIBOR Loan or continuation of a Eurodollar Loan LIBOR Loan, or for the issuance of a Letter of Credit hereunder shall be deemed to be a representation and warranty by the Credit Parties Borrower as of the date of such request as to the facts specified in (e) and (gf) above. Each request for a Eurodollar LIBOR Loan shall be irrevocable and binding on Borrowers Borrower and Borrowers Borrower shall indemnify Agent and the Lenders Banks against any loss or expense incurred by Agent or the Lenders Banks as a result of any failure by Borrowers Borrower to consummate such transaction including, without limitation, any loss in accordance with Section 2.4 (including loss of anticipated profits) or expense incurred by reason of liquidation or re-employment of deposits or other funds acquired by the Lenders Banks to fund such LIBOR Loan. A certificate as to the amount of such loss or expense submitted by the Lenders Banks to Borrowers Borrower shall be conclusive and binding for all purposes, absent manifest error. Borrowers’ obligations to pay all or any portion of the Secured Debt or the Notes when due under the terms hereof is without setoff or counterclaim.
Appears in 1 contract
CONDITIONS TO LOANS AND LETTERS OF CREDIT. The obligation of the Lenders to make a Loan, convert a Base Rate Loan or Overnight LIBOR Loan or continue a Eurodollar Loan and of Agent to issue any Letter of Credit is conditioned, in the case of each borrowing, conversion, continuation or issuance hereunder, upon:
(a) all conditions precedent as listed in Article IV hereof shall have been satisfied;
(b) with respect to Base Rate Loans and Overnight LIBOR Loans, receipt by Agent of a Notice of Loan, such notice to be received by 12:00 P.M. on the proposed date of borrowing or conversion, and, with respect to Eurodollar Loans, by 12:00 P.M. three (3) Business Days prior to the proposed date of borrowing or conversion;
(c) with respect to Letters of Credit, satisfaction of the notice provisions set forth in subsection 2 of Section 2.1 2.1A hereof;
(d) Borrowers’ request for (i) a Base Rate Loan or an Overnight LIBOR Loan shall be in any amount, and (ii) a Eurodollar Loan shall be in an amount of not less than $250,000 increased by increments of $50,000[reserved];
(e) the fact that no Default or Event of Default shall then exist or immediately after the making, continuation or conversion of the Loan or issuance of the Letter of Credit would exist;
(f) the fact that no Material Adverse Effect, in the reasonable opinion of Agent, shall have occurred; and
(g) the fact that each of the representations and warranties contained in Article VII hereof shall be true and correct in all material respects (without duplication of materiality qualifiers) with the same force and effect as if made on and as of the date of the making, conversion or continuation of such Loan, or the issuance of the Letter of Credit, except to the extent that any thereof expressly relate to an earlier date. At no time shall Borrowers request that Eurodollar Loans be outstanding for more than four (4) different Interest Periods at any time, and, if Base Rate Loans are outstanding, then LIBOR Loans shall be limited to one (1) Interest Period at any time. Each request by Borrowers for the making of a Loan, conversion of a Base Rate Loan or Overnight LIBOR Loan or continuation of a Eurodollar Loan or for the issuance of a Letter of Credit hereunder shall be deemed to be a representation and warranty by the Credit Parties as of the date of such request as to the facts specified in (e) and (g) above. Each request for a Eurodollar Loan shall be irrevocable and binding on Borrowers and Borrowers shall indemnify Agent and the Lenders against any loss or expense incurred by Agent or the Lenders as a result of any failure by Borrowers to consummate such transaction including, without limitation, any loss in accordance with Section 2.4 (including loss of anticipated profits) or expense incurred by reason of liquidation or re-employment of deposits or other funds acquired by the Lenders to fund such Loan. A certificate as to the amount of such loss or expense submitted by the Lenders to Borrowers shall be conclusive and binding for all purposes, absent manifest error. Borrowers’ obligations to pay all or any portion of the Secured Debt or the Notes when due under the terms hereof is without setoff or counterclaim.
Appears in 1 contract
CONDITIONS TO LOANS AND LETTERS OF CREDIT. The obligation of the Lenders to make a Loan, convert a Base Rate Loan or Overnight LIBOR Loan or continue a Eurodollar Loan and of Agent to issue any Letter of Credit is conditioned, in the case of each borrowing, conversion, continuation or issuance hereunder, upon:
(a) all conditions precedent as listed in Article IV hereof shall have been satisfied;
(b) with respect to Base Rate Loans and Overnight LIBOR Loans, receipt by Agent of a Notice of Loan, such notice to be received by 12:00 P.M. on the proposed date of borrowing or conversion, and, with respect to Eurodollar Loans, by 12:00 P.M. three (3) Business Days prior to the proposed date of borrowing or conversion;
(c) with respect to Letters of Credit, satisfaction of the notice provisions set forth in subsection 2 of Section 2.1 hereof;
(d) Borrowers’ request for (i) a Base Rate Loan or an Overnight LIBOR Loan shall be in any amount, and (ii) a Eurodollar Loan shall be in an amount of not less than $250,000 increased by increments of $50,000;
(e) the fact that no Default or Event of Default shall then exist or immediately after the making, continuation or conversion of the Loan or issuance of the Letter of Credit would exist;
(f) the fact that no Material Adverse Effect, in the reasonable opinion of Agent, shall have occurred; and
(g) the fact that each of the representations and warranties contained in Article VII hereof shall be true and correct in all material respects (without duplication of materiality qualifiers) with the same force and effect as if made on and as of the date of the making, conversion or continuation of such Loan, or the issuance of the Letter of Credit, except to the extent that any thereof expressly relate to an earlier date. At no time shall Borrowers request that Eurodollar Loans be outstanding for more than four (4) different Interest Periods at any time, and, if Base Rate Loans are outstanding, then LIBOR Loans shall be limited to one (1) Interest Period at any time. Each request by Borrowers for the making of a Loan, conversion of a Base Rate Loan or Overnight LIBOR Loan or continuation of a Eurodollar Loan or for the issuance of a Letter of Credit hereunder shall be deemed to be a representation and warranty by the Credit Parties as of the date of such request as to the facts specified in (e) and (g) above. Each request for a Eurodollar Loan shall be irrevocable and binding on Borrowers and Borrowers shall indemnify Agent and the Lenders against any loss or expense incurred by Agent or the Lenders as a result of any failure by Borrowers to consummate such transaction including, without limitation, any loss in accordance with Section 2.4 (including loss of anticipated profits) or expense incurred by reason of liquidation or re-employment of deposits or other funds acquired by the Lenders to fund such Loan. A certificate as to the amount of such loss or expense submitted by the Lenders to Borrowers shall be conclusive and binding for all purposes, absent manifest error. Borrowers’ obligations to pay all or any portion of the Secured Debt or the Notes when due under the terms hereof is without setoff or counterclaim. ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, THE REVOLVING CREDIT COMMITMENT IS A DISCRETIONARY FACILITY FOR WHICH DEMAND FOR PAYMENT MAY BE MADE AT ANY TIME AND NOTHING CONTAINED IN THIS AGREEMENT SHALL REQUIRE ANY LENDER, AT ANY TIME, TO MAKE REVOLVING LOANS TO BORROWERS OR TO ISSUE LETTERS OF CREDIT OR SHALL PREVENT ANY LENDER FROM MAKING DEMAND AT ANY TIME IN ITS SOLE DISCRETION, AND THE GRANTING AND AMOUNT OF ANY REVOLVING LOAN, THE ISSUANCE OF ANY LETTER OF CREDIT AND THE RIGHT TO MAKE DEMAND SHALL AT ALL TIMES BE IN EACH LENDER’S SOLE DISCRETION.
Appears in 1 contract
Samples: Credit and Security Agreement
