Procedures for Borrowing. (a) The Company may borrow under the Commitments from time to time prior to the Facility Termination Date on any Business Day. The Foreign Subsidiary Borrowers may borrow under the Alternate Currency Commitments from time to time prior to the Facility Termination Date on any Business Day. (b) (i) The Company may from time to time request the making of a Revolving Credit Advance by giving irrevocable notice (a “Borrowing Notice”) to the Agent (which notice must be received by the Agent prior to 10:00 A.M., local time of the Applicable Lending Installation of the Agent, on the same Business Day of the Borrowing Date of each Floating Rate Advance and not less than three Business Days prior to the requested Borrowing Date of each Eurocurrency Advance) specifying in each case (i) the amount to be borrowed, (ii) the requested Borrowing Date (which shall be a Business Day), (iii) the currency in which such Loan shall be denominated and its Original Dollar Amount, and (iv) in the case of each Eurocurrency Advance, the length of the initial Interest Period therefor. Each borrowing shall be in Dollars or a Foreign Syndicated Currency the amounts of which shall be (a) (if less than the Aggregate Available Revolving Credit Commitments) equal to or greater than $1,000,000 and in integral multiples of $500,000 thereafter (or, if the Advance is to be denominated in a Foreign Syndicated Currency, such comparable and convenient amount thereof as the Agent may from time to time specify) or (b) equal to the amount of the Aggregate Available Revolving Credit Commitments. Upon receipt of any such notice from the Company relating to a Revolving Credit Advance, the Agent shall promptly notify the Lenders. Not later than 1:00 P.M., local time at the Agent’s funding office for the Company, on the requested Borrowing Date, each Lender shall make an amount equal to its Pro Rata Share of the principal amount of each Revolving Credit Advance requested to be made on such Borrowing Date available to the Agent at the Agent’s funding office for the Company specified by the Agent from time to time by notice to the Lenders and in immediately available or other same day funds customarily used for settlement in Dollars or in the relevant Foreign Syndicated Currency (as the case may be). The amounts made available by each Lender will then be made available to the Company at the funding office for the Company and in like funds as received by the Agent.
Appears in 2 contracts
Samples: Credit Agreement (Kelly Services Inc), Loan Agreement (Kelly Services Inc)
Procedures for Borrowing. (a) The Company may borrow under the Commitments from time Subject to time prior Section 3.5(b) and to the Facility Termination Date prior satisfaction of all other applicable conditions to the making of an Advance set forth in this Agreement, each Advance shall be made upon Borrower’s irrevocable written notice delivered to HSBC in the form of a Notice of Borrowing, each executed by a Responsible Officer of Borrower or his or her designee or without instructions if the Advances are necessary to meet Obligations which have become due. HSBC may rely on any Business Daytelephone notice given by a person whom HSBC believes is a Responsible Officer or designee. The Foreign Subsidiary Borrowers may borrow under the Alternate Currency Commitments from time Borrower will indemnify HSBC for any loss HSBC suffers due to time prior to the Facility Termination Date on any Business Daysuch reliance.
(b) Notwithstanding the foregoing, HSBC shall monitor daily balances in the Designated Deposit Account and presentment amounts for disbursement account number 797046844 maintained at HSBC (ithe “Disbursement Account”). If HSBC determines that funds in the Designated Deposit Account are insufficient to pay the amount of the items presented for that day in the Disbursement Account and to maintain the Imprest Balance in the Designated Deposit Account, Borrower shall be deemed to have made a request for an Advance to be maintained as a Base Rate Advance as of such date in the amount of such shortfall, such Advance to be deposited in the Designated Deposit Account or the Disbursement Account, as appropriate. In addition, any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with HSBC, or with respect to any other Obligation, which shall become due, shall be deemed a request for an Advance to be maintained as a Base Rate Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement, or any other agreement with HSBC and such request shall be irrevocable.
(c) The Company may from time Excluding Advances that have been deemed to time request have been requested under Section 3.5(b) (which shall not require the making delivery of a Revolving Credit Advance by giving irrevocable notice (a “Notice of Borrowing), each Notice of Borrowing Notice”) to the Agent (which notice must be received by the Agent HSBC prior to 10:00 A.M., local time of the Applicable Lending Installation of the Agent11:00 AM (New York time), on the same Business Day of the Borrowing Date of each Floating Rate Advance and not less than three Business Days prior to the requested Borrowing Date of each Eurocurrency Advance) specifying in each case Funding Date, specifying: (i1) the amount to be borrowed, (ii) the requested Borrowing Date (which shall be a Business Day), (iii) the currency in which such Loan shall be denominated and its Original Dollar Amount, and (iv) in the case of each Eurocurrency Advance, the length of the initial Interest Period therefor. Each borrowing Advance which, for LIBOR Rate Advances, shall be in Dollars or a Foreign Syndicated Currency the amounts minimum amount of which shall be (a) (if less than the Aggregate Available Revolving Credit Commitments) equal to or greater than $1,000,000 500,000 and in integral multiples of $500,000 thereafter 100,000 in excess thereof; (or2) the requested Funding Date; (3) if the Advance shall be transferred to the Designated Deposit Account or to another account set forth in the Notice of Borrowing, if and (4) whether the Advance is to be denominated comprised of LIBOR Rate Advances or Base Rate Advances. Interest Periods for LIBOR Rate Advances shall be for one month. No LIBOR Rate Advance shall be made available to Borrower during the continuance of a Default or an Event of Default. After giving effect to each such borrowing, there shall not be outstanding more than three (3) LIBOR Rate Advances, in the aggregate at any time. HSBC shall provide Borrower with a Foreign Syndicated Currencyquote of the actual interest rate available for the LIBOR Rate Advance requested by Borrower, which quote shall be given on the day such comparable LIBOR Rate Advance is requested and convenient amount thereof such quote shall be effective from the day provided by HSBC until one (1) Business Day thereafter.
(d) Except as the Agent may from time to time specify) or provided in sub-clause (b) equal to the amount of the Aggregate Available Revolving Credit Commitments. Upon receipt of any such notice from the Company relating to a Revolving Credit Advancethis Section 3.5, the Agent shall promptly notify the Lenders. Not later than 1:00 P.M., local time at the Agent’s funding office for the Company, on the requested Borrowing Date, each Lender shall make an amount equal to its Pro Rata Share proceeds of the principal amount of each Revolving Credit Advance requested to be made on all such Borrowing Date available to the Agent at the Agent’s funding office for the Company specified by the Agent from time to time by notice to the Lenders and in immediately available or other same day funds customarily used for settlement in Dollars or in the relevant Foreign Syndicated Currency (as the case may be). The amounts made available by each Lender Advances will then be made available to Borrower on the Company Funding Date by HSBC by transfer to the Designated Deposit Account and, subsequently, by wire transfer to such other account as Borrower may instruct in the Notice of Borrowing.
(e) Notwithstanding anything to the contrary contained herein, HSBC shall not be required to purchase United States Dollar deposits in the London interbank market or other applicable LIBOR Rate market to fund any LIBOR Rate Advances, but the provisions hereof shall be deemed to apply as if HSBC had purchased such deposits to fund the LIBOR Rate Advances.
(f) Each Interest Period of a LIBOR Rate Advance shall commence on the date such LIBOR Rate Advance is made and shall be for a period of one-month, provided that the exact length of each Interest Period shall be determined in accordance with the practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the Revolving Line Maturity Date.
(g) Provided that no Event of Default shall have occurred and be continuing, Borrower, may, on the last Business Day of the then current Interest Period applicable to any outstanding LIBOR Rate Advance, or on any Business Day with respect to Base Rate Advances, convert any such advance into an advance of another type in the same aggregate principal amount provided that any conversion of a LIBOR Rate Advance shall be made only on the last Business Day of the then current Interest Period applicable to such LIBOR Rate Advance. If Borrower desires to convert an advance, Borrower shall give HSBC a Notice of Conversion by no later than 11:00 AM (New York time) (i) on the day which such conversion is to occur with respect to a conversion from a Base Rate Advance to a LIBOR Rate Advance, or (ii) on the day which such conversion is to occur with respect to a conversion from a LIBOR Rate Advance to a Base Rate Advance, specifying, in each case, the date of such conversion and the loans to be converted.
(h) At its option and upon written notice given prior to 11:00 AM (New York time) on the date of such prepayment, Borrower may prepay the LIBOR Rate Advances in whole at any time or in part from time to time, together with amounts which may be owed to HSBC pursuant to Section 3.5(i)), and with accrued interest on the funding principal being prepaid to the date of such repayment. Borrower shall specify the date of prepayment of LIBOR Rate Advances and the amount of such prepayment. In the event that any prepayment of a LIBOR Rate Advance is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, Borrower shall indemnify HSBC therefor in accordance with Section 3.5(i).
(i) Borrower shall indemnify HSBC and hold HSBC harmless from and against any and all losses or expenses that HSBC may sustain or incur as a consequence of any prepayment, conversion of or any default by Borrower in the payment of the principal of or interest on any LIBOR Rate Advance or failure by Borrower to complete a borrowing of, a prepayment of or conversion of or to a LIBOR Rate Advance after notice thereof has been given, including, but not limited to, any interest payable by HSBC to lenders of funds obtained by it in order to make or maintain its LIBOR Rate Advance hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by HSBC to Borrower shall be conclusive absent manifest error.
(j) Notwithstanding any other provision hereof, if any Requirement of Law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for HSBC (for purposes of this Section 3.5(j), “HSBC” shall include the office or branch where HSBC or any corporation or bank controlling HSBC makes or maintains any LIBOR Rate Advances) to make or maintain its LIBOR Rate Advances, the obligation of HSBC to make LIBOR Rate Advances hereunder shall forthwith be cancelled and Borrower shall, if any affected LIBOR Rate Advances are then outstanding, promptly upon request from HSBC, either pay all such affected LIBOR Rate Advances or convert such affected LIBOR Rate Advances into Base Rate Advances. If any such payment or conversion of any LIBOR Rate Advances is made on a day that is not the last day of the Interest Period applicable to such LIBOR Rate Advances, Borrower shall pay HSBC, upon HSBC’s request, such amount or amounts as may be necessary to compensate HSBC for any loss or expense sustained or incurred by HSBC in respect of such LIBOR Rate Advance as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by HSBC to lenders of funds obtained by HSBC in order to make or maintain such LIBOR Rate Advance. A certificate as to any additional amounts payable pursuant to the Company and in like funds as received foregoing sentence submitted by the AgentHSBC to Borrower shall be conclusive absent manifest error.
Appears in 2 contracts
Samples: Loan and Security Agreement (Acme United Corp), Loan and Security Agreement (Acme United Corp)
Procedures for Borrowing. (a) The Company may borrow under the Commitments from time to time prior Subject to the Facility Termination Date on any Business Day. The Foreign Subsidiary Borrowers may borrow under the Alternate Currency Commitments from time prior satisfaction of all other applicable conditions to time prior to the Facility Termination Date on any Business Day.
(b) (i) The Company may from time to time request the making of an Advance set forth in this Agreement, an Advance shall be made upon Borrower’s (via an individual duly authorized by an Administrator) irrevocable written notice delivered to Bank in the form of a Revolving Credit Notice of Borrowing or without instructions if any Advances is necessary to meet Obligations which have become due. The Notice of Borrowing shall be made by Borrower through Bank’s online banking program, provided, however, if Borrower is not utilizing Bank’s online banking program, then such Notice of Borrowing shall be in the form attached hereto as Exhibit C and shall be executed by an Authorized Signer. For purposes of clarification, to the extent that Bank’s online banking program does not allow an electronic submission of a Notice of Borrowing for a LIBOR Advance then Borrower shall be permitted to submit a Notice of Borrowing for a LIBOR Advance by giving irrevocable notice (email or other means described in Section 10, using a “Notice of Borrowing Notice”) to in the Agent (which notice form attached hereto as Exhibit C and executed by an Authorized Signer. Bank shall have received satisfactory evidence that the Board has approved that such Authorized Signer may provide such notices and request Advances. The Notice of Borrowing must be received by the Agent Bank prior to 10:00 A.M.12:00 p.m. Pacific time, local time of the Applicable Lending Installation of the Agent, on the same Business Day of the Borrowing Date of each Floating Rate Advance and not less than (i) at least three (3) Business Days prior to the requested Borrowing Date of each Eurocurrency Advance) specifying in each case (i) the amount to be borrowedFunding Date, (ii) the requested Borrowing Date (which shall be a Business Day), (iii) the currency in which such Loan shall be denominated and its Original Dollar Amount, and (iv) in the case of each Eurocurrency any LIBOR Advance, and (ii) on the length requested Funding Date, in the case of a Prime Rate Advance, specifying: (1) the amount of the initial Interest Period therefor. Each borrowing shall be in Dollars or a Foreign Syndicated Currency Advance; (2) the amounts of which shall be requested Funding Date; (a3) (if less than the Aggregate Available Revolving Credit Commitments) equal to or greater than $1,000,000 and in integral multiples of $500,000 thereafter (or, if whether the Advance is to be denominated comprised of LIBOR Advances or Prime Rate Advances; and (4) the duration of the Interest Period applicable to any such LIBOR Advances included in such notice; provided that if the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Advance comprised of LIBOR Advances, such Interest Period shall be one (1) month. Notwithstanding any terms in this Agreement to the contrary, each LIBOR Advance shall not be less than One Million Dollars ($1,000,000) and shall be in a Foreign Syndicated Currency, such comparable and convenient amount thereof as the Agent may from time to time specify) or multiple of One Hundred Thousand Dollars (b) equal to the amount of the Aggregate Available Revolving Credit Commitments. Upon receipt of any such notice from the Company relating to a Revolving Credit Advance, the Agent shall promptly notify the Lenders. Not later than 1:00 P.M., local time at the Agent’s funding office for the Company, on the requested Borrowing Date, each Lender shall make an amount equal to its Pro Rata Share of the principal amount of each Revolving Credit Advance requested to be made on such Borrowing Date available to the Agent at the Agent’s funding office for the Company specified by the Agent from time to time by notice to the Lenders and in immediately available or other same day funds customarily used for settlement in Dollars or in the relevant Foreign Syndicated Currency (as the case may be$100,000). The amounts made available In addition to such Notice of Borrowing, Borrower must promptly deliver to Bank by each Lender will then be made available to the Company at the funding office for the Company electronic mail or through Bank’s online banking program such reports and information, including without limitation, sales journals, cash receipts journals, accounts receivable aging reports, as Bank may request in like funds as received by the Agentits sole discretion.
Appears in 2 contracts
Samples: Loan and Security Agreement (Magnite, Inc.), Loan and Security Agreement (Rubicon Project, Inc.)
Procedures for Borrowing. (a) The Company may borrow under the Commitments from time to time prior to the Facility Termination Date on any Business Day. The Foreign Subsidiary Borrowers may borrow under the Alternate Currency Commitments from time to time prior to the Facility Termination Date on any Business Day.
(b) (i) The Company may from time to time request the making of To obtain a Revolving Credit 2009 Equipment Advance by giving irrevocable notice (a “Borrowing Notice”) to the Agent or Term Loan Advance, Borrower must notify Bank (which notice must shall be received irrevocable) by the Agent prior to 10:00 A.M., local facsimile no later than 3:00 p.m. Eastern time of the Applicable Lending Installation of the Agent, on the same one (1) Business Day of before the Borrowing Date of each Floating Rate day on which the 2009 Equipment Advance and not less than three Business Days prior to the requested Borrowing Date of each Eurocurrency Advance) specifying in each case (i) the amount to be borrowed, (ii) the requested Borrowing Date (which shall be a Business Day), (iii) the currency in which such or Term Loan shall be denominated and its Original Dollar Amount, and (iv) in the case of each Eurocurrency Advance, the length of the initial Interest Period therefor. Each borrowing shall be in Dollars or a Foreign Syndicated Currency the amounts of which shall be (a) (if less than the Aggregate Available Revolving Credit Commitments) equal to or greater than $1,000,000 and in integral multiples of $500,000 thereafter (or, if the Advance is to be made. A Payment/Advance Form must be signed by a Responsible Officer or designee and, with respect to a 2009 Equipment Advance, include a copy of the invoice for the Equipment being financed. If Borrower satisfies the conditions of each 2009 Equipment Advance or Term Loan Advance, Bank shall disburse such 2009 Equipment Advance or Term Loan Advance by transfer to the Designated Deposit Account.” 4 The Loan Agreement shall be amended by inserting the following text to appear at the end of Section 4.1 thereof (entitled “Grant of Security Interest”): “Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that expressly have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time, Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to (i) one hundred five percent (105.0%) of the face amount of all such Letters of Credit denominated in Dollars, and (ii) one hundred ten percent (110.0%) of the Dollar Equivalent of the face amount of all such Letters of Credit denominated in a Foreign Syndicated Currency, such comparable plus all interest, fees, and convenient amount thereof costs due or to become due in connection therewith (as the Agent may from time estimated by Bank in its good faith business judgment), to time specify) or (b) equal to the amount secure all of the Aggregate Available Revolving Credit Commitments. Upon receipt of any such notice from the Company Obligations relating to a Revolving Credit Advancesuch Letters of Credit.” 5 The Loan Agreement shall be amended by deleting the following text appearing in Section 6.2 thereof (entitled “Financial Statements, the Agent shall promptly notify the Lenders. Not later than 1:00 P.M.Reports, local time at the Agent’s funding office for the Company, on the requested Borrowing Date, each Lender shall make an amount equal to its Pro Rata Share of the principal amount of each Revolving Credit Advance requested to be made on such Borrowing Date available to the Agent at the Agent’s funding office for the Company specified by the Agent from time to time by notice to the Lenders and in immediately available or other same day funds customarily used for settlement in Dollars or in the relevant Foreign Syndicated Currency (as the case may be). The amounts made available by each Lender will then be made available to the Company at the funding office for the Company and in like funds as received by the Agent.Certificates”):
Appears in 2 contracts
Samples: Loan and Security Agreement (T2 Biosystems, Inc.), Loan and Security Agreement (T2 Biosystems, Inc.)
Procedures for Borrowing. Borrower shall deliver to the Collateral Agent by electronic mail or facsimile a completed Payment/Advance Request for each Term Loan executed by a Responsible Officer of Borrower (awhich notice shall be irrevocable on and after the date on which such notice is given and Borrower, subject to the satisfaction or waiver of all applicable conditions to the making of such Term Loan set forth in this Agreement, shall be bound to make a borrowing in accordance therewith), in which case, subject to the prior satisfaction or waiver of all applicable conditions to the making of such Term Loan set forth in this Agreement, each Lender agrees to advance its Applicable Percentage of such Term Loan to Borrower on the Tranche A Closing Date or Tranche B Closing Date, as applicable, by wire transfer of same day funds in Dollars, to such account(s) The Company in the United States as may borrow under be designated in writing to the Commitments from time to time Collateral Agent by Borrower prior to the Facility Termination Tranche A Closing Date on any or Tranche B Closing Date, as applicable. For the avoidance of doubt, the parties hereto agree that Borrower is obligated to deliver a completed Payment/Advance Request for the Tranche B Loan in the manner described above no later than ten (10) Business Day. The Foreign Subsidiary Borrowers Days (or such shorter period as may borrow under the Alternate Currency Commitments from time be agreed to time by Lenders) prior to the Facility Termination Tranche B Closing Date on set forth in such Payment/Advance Request (which shall be no later than November 2, 2020).”
(g) The Loan Agreement shall be amended by deleting the text “the Term Loan Maturity Date” contained in Section 5.2(a)(i) of the Loan Agreement and substituting in lieu thereof the text “any Business DayTerm Loan Maturity Date”.
(bh) The Loan Agreement shall be amended by deleting the text “through the Term Loan Maturity Date” contained in Section 5.7(c)(i) of the Loan Agreement.
(i) The Company may from time to time request Loan Agreement shall be amended by deleting the making text “before the Term Loan Maturity Date” contained in Section 5.7(c)(ii) of a Revolving Credit Advance the Loan Agreement.
(j) The Loan Agreement shall be amended by giving irrevocable notice (a deleting the text “Borrowing Notice”) the Term Loan Maturity Date” contained in the first sentence of Section 7.1 of the Loan Agreement and substituting in lieu thereof the text “the Tranche A Maturity Date, with respect to the Agent Tranche A Loan, or the Tranche B Maturity Date, with respect to the Tranche B Loan, as applicable”.
(which notice must k) The Loan Agreement shall be received amended by deleting the Agent prior to 10:00 A.M., local time text “the Term Loan Maturity Date” contained in the second sentence of Section 7.1 of the Applicable Lending Installation Loan Agreement and substituting in lieu thereof the text “the Tranche A Maturity Date, with respect to the Tranche A Loan, or the Tranche B Maturity Date, with respect to the Tranche B Loan, as applicable”.
(l) The Loan Agreement shall be amended by adding to Section 13.1 of the Agent, on Loan Agreement the same Business Day of the Borrowing Date of each Floating Rate Advance and not less than three Business Days prior to the requested Borrowing Date of each Eurocurrency Advance) specifying in each case (i) the amount to be borrowed, (ii) the requested Borrowing Date (which shall be a Business Day), (iii) the currency in which such Loan shall be denominated and its Original Dollar Amount, and (iv) following defined term in the case of each Eurocurrency Advance, the length of the initial Interest Period therefor. Each borrowing shall be in Dollars or a Foreign Syndicated Currency the amounts of which shall be (a) (if less than the Aggregate Available Revolving Credit Commitments) equal to or greater than $1,000,000 and in integral multiples of $500,000 thereafter (or, if the Advance is to be denominated in a Foreign Syndicated Currency, such comparable and convenient amount thereof as the Agent may from time to time specify) or (b) equal to the amount of the Aggregate Available Revolving Credit Commitments. Upon receipt of any such notice from the Company relating to a Revolving Credit Advance, the Agent shall promptly notify the Lenders. Not later than 1:00 P.M., local time at the Agent’s funding office for the Company, on the requested Borrowing Date, each Lender shall make an amount equal to its Pro Rata Share of the principal amount of each Revolving Credit Advance requested to be made on such Borrowing Date available to the Agent at the Agent’s funding office for the Company specified by the Agent from time to time by notice to the Lenders and in immediately available or other same day funds customarily used for settlement in Dollars or in the relevant Foreign Syndicated Currency (as the case may be). The amounts made available by each Lender will then be made available to the Company at the funding office for the Company and in like funds as received by the Agent.appropriate alphabetical order:
Appears in 1 contract
Procedures for Borrowing. (a) The Company may borrow under the Commitments from time to time prior Subject to the Facility Termination Date on any Business Day. The Foreign Subsidiary Borrowers may borrow under the Alternate Currency Commitments from time prior satisfaction of all other applicable conditions to time prior to the Facility Termination Date on any Business Day.
(b) (i) The Company may from time to time request the making of a Revolving Credit Advance Extension set forth in this Agreement, each Credit Extension shall be made upon Borrower's irrevocable written notice delivered to Bank in the form of a Notice of Borrowing, each executed by giving irrevocable a Responsible Officer of Borrower or his or her designee or without instructions if the Credit Extensions are necessary to meet Obligations which have become due. Bank may rely on any telephone notice (given by a “person whom Bank believes is a Responsible Officer or designee. Borrower will indemnify Bank for any loss Bank suffers due to such reliance. Such Notice of Borrowing Notice”) to the Agent (which notice must be received by the Agent Bank prior to 10:00 A.M.11:00 a.m. Pacific time, local time of the Applicable Lending Installation of the Agent, on the same Business Day of the Borrowing Date of each Floating Rate Advance and not less than (i) at least three (3) Business Days prior to the requested Funding Date, in the case of LIBOR Credit Extensions, and (ii) at least one (1) Business Day prior to the requested Funding Date, in the case of Prime Rate Credit Extensions (provided that if the aggregate Obligations under the Loan Agreement on the Funding Date will exceed the Threshold Amount, such Notice of Borrowing Date of each Eurocurrency Advancefor LIBOR or Prime Rate Credit Extensions must be received by Bank prior to 11:00 a.m. Pacific time at least five (5) specifying in each case Business Days prior to the requested Funding Date), specifying:
(i) the amount to of the Credit Extension, which, if a LIBOR Credit Extension is requested, shall be borrowed, in an aggregate minimum principal amount of $1,000,000 or in any integral multiple of $500,000 in excess thereof;
(ii) the requested Borrowing Date (which shall be a Business Day), Funding Date;
(iii) whether the currency in which such Loan shall Credit Extension is to be denominated and its Original Dollar Amount, and comprised of LIBOR Credit Extensions or Prime Rate Credit Extensions; and
(iv) in the case of each Eurocurrency Advance, the length duration of the initial Interest Period therefor. Each borrowing applicable to any such LIBOR Credit Extensions included in such notice; provided that if the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Credit Extension comprised of LIBOR Credit Extensions, such Interest Period shall be in Dollars or a Foreign Syndicated Currency the amounts of which shall be one (a1) (if less than the Aggregate Available Revolving Credit Commitments) equal to or greater than $1,000,000 and in integral multiples of $500,000 thereafter (or, if the Advance is to be denominated in a Foreign Syndicated Currency, such comparable and convenient amount thereof as the Agent may from time to time specify) or month.
(b) equal to the amount The proceeds of the Aggregate Available Revolving all such Credit Commitments. Upon receipt of any such notice from the Company relating to a Revolving Credit Advance, the Agent shall promptly notify the Lenders. Not later than 1:00 P.M., local time at the Agent’s funding office for the Company, on the requested Borrowing Date, each Lender shall make an amount equal to its Pro Rata Share of the principal amount of each Revolving Credit Advance requested to be made on such Borrowing Date available to the Agent at the Agent’s funding office for the Company specified by the Agent from time to time by notice to the Lenders and in immediately available or other same day funds customarily used for settlement in Dollars or in the relevant Foreign Syndicated Currency (as the case may be). The amounts made available by each Lender Extensions will then be made available to Borrower on the Company at Funding Date by Bank by transfer to the funding office for Designated Deposit Account and, subsequently, by wire transfer to such other account as Borrower may instruct in the Company Notice of Borrowing. No Credit Extensions shall be deemed made to Borrower, and no interest shall accrue on any such Credit Extension, until the related funds have been deposited in like funds as received by the AgentDesignated Deposit Account.
Appears in 1 contract
Procedures for Borrowing. (a) The Company may borrow under the Commitments from time to time prior Subject to the Facility Termination Date on any Business Day. The Foreign Subsidiary Borrowers may borrow under the Alternate Currency Commitments from time prior satisfaction of all other applicable conditions to time prior to the Facility Termination Date on any Business Day.
(b) (i) The Company may from time to time request the making of an Advance set forth in this Agreement, an Advance shall be made upon Borrower’s irrevocable written notice delivered to Bank by electronic mail in the form of a Revolving Credit Advance Notice of Borrowing executed by giving irrevocable notice (a “an Authorized Signer or without instructions if any Advances is necessary to meet Obligations which have become due. Such Notice of Borrowing Notice”) to the Agent (which notice must be received by the Agent Bank prior to 10:00 A.M.12:00 p.m. Pacific time, local time of the Applicable Lending Installation of the Agent, on the same Business Day of the Borrowing Date of each Floating Rate Advance and not less than (i) at least three (3) Business Days prior to the requested Borrowing Date of each Eurocurrency Advance) specifying in each case (i) the amount to be borrowedFunding Date, (ii) the requested Borrowing Date (which shall be a Business Day), (iii) the currency in which such Loan shall be denominated and its Original Dollar Amount, and (iv) in the case of each Eurocurrency any LIBOR Advance, and (ii) on the length requested Funding Date, in the case of a Prime Rate Advance, specifying: (1) the amount of the initial Interest Period therefor. Each borrowing shall be in Dollars or a Foreign Syndicated Currency Advance; (2) the amounts of which shall be requested Funding Date; (a3) (if less than the Aggregate Available Revolving Credit Commitments) equal to or greater than $1,000,000 and in integral multiples of $500,000 thereafter (or, if whether the Advance is to be denominated comprised of LIBOR Advances or Prime Rate Advances; and (4) the duration of the Interest Period applicable to any such LIBOR Advances included in a Foreign Syndicated Currencysuch notice; provided that if the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Advance comprised of LIBOR Advances, such comparable Interest Period shall be one (1) month. In addition to such Notice of Borrowing, during any Borrowing Base Period in connection with such request for an Advance, Borrower must promptly deliver to Bank by electronic mail a completed Borrowing Base Certificate (it being understood that the calculation of the Borrowing Base shall be as of the month then most recently ended for which reports and convenient amount thereof information necessary to determine the Borrowing Base for such month are available at the time such Notice of Borrowing is delivered) executed by an Authorized Signer together with accounts receivable aging reports and such other reports and information as the Agent Bank may reasonably request from time to time specify(such requests for other reports and information to be provided within two (2) or Business Days of the delivery of the applicable Notice of Borrowing).
(b) equal On the Funding Date, Bank shall credit proceeds of an Advance to the amount Designated Deposit Account and, subsequently, shall transfer such proceeds by wire transfer to such other account as Borrower may instruct in the Notice of the Aggregate Available Revolving Credit CommitmentsBorrowing. Upon receipt of No Advances shall be deemed made to Borrower, and no interest shall accrue on any such notice from the Company relating to a Revolving Credit Advance, until the Agent shall promptly notify the Lenders. Not later than 1:00 P.M., local time at the Agent’s funding office for the Company, on the requested Borrowing Date, each Lender shall make an amount equal to its Pro Rata Share of the principal amount of each Revolving Credit Advance requested to be made on such Borrowing Date available to the Agent at the Agent’s funding office for the Company specified by the Agent from time to time by notice to the Lenders and in immediately available or other same day related funds customarily used for settlement in Dollars or have been deposited in the relevant Foreign Syndicated Currency (as the case may be). The amounts made available by each Lender will then be made available to the Company at the funding office for the Company and in like funds as received by the Agentapplicable Designated Deposit Account.
Appears in 1 contract
Samples: Loan and Security Agreement (Millennial Media Inc.)
Procedures for Borrowing. (a) The Company may borrow under the Commitments from time to time prior Subject to the Facility Termination Date on any Business Day. The Foreign Subsidiary Borrowers may borrow under the Alternate Currency Commitments from time prior satisfaction of all other applicable conditions to time prior to the Facility Termination Date on any Business Day.
(b) (i) The Company may from time to time request the making of a Revolving Credit Advance by giving irrevocable notice (a “Borrowing Notice”) each Term Loan set forth in this Agreement, to obtain the Term Loans, Borrower shall deliver to the Collateral Agent and Lenders by electronic mail or facsimile a completed Advance Request Form for the Term Loans executed by a Responsible Officer of Borrower (which notice must shall be received by irrevocable on and after the Agent prior date on which such notice is given and Borrower shall be bound to 10:00 A.M.make a borrowing in accordance therewith), local time in which case each Lender agrees, subject to the satisfaction of the Applicable Lending Installation of the Agentapplicable conditions precedent set forth in this Article 3, on the same Business Day of the Borrowing Date of each Floating Rate Advance and not less than three Business Days prior to the requested Borrowing Date of each Eurocurrency Advance) specifying in each case (i) the amount to be borrowed, (ii) the requested Borrowing Date (which shall be a Business Day), (iii) the currency in which such Loan shall be denominated and its Original Dollar Amount, and (iv) in the case of each Eurocurrency Advance, the length of the initial Interest Period therefor. Each borrowing shall be in Dollars or a Foreign Syndicated Currency the amounts of which shall be (a) (if less than the Aggregate Available Revolving Credit Commitments) equal to or greater than $1,000,000 and in integral multiples of $500,000 thereafter (or, if the Advance is to be denominated in a Foreign Syndicated Currency, such comparable and convenient amount thereof as the Agent may from time to time specify) or (b) equal to the amount of the Aggregate Available Revolving Credit Commitments. Upon receipt of any such notice from the Company relating to a Revolving Credit Advance, the Agent shall promptly notify the Lenders. Not later than 1:00 P.M., local time at the Agent’s funding office for the Company, on the requested Borrowing Date, each Lender shall make advance an amount equal to its Pro Rata Share Applicable Percentage of the principal amount Tranche A Loan Amount, the Tranche B Loan Amount, the Tranche C Loan Amount and the Tranche D Loan Amount, as applicable, to Borrower on the applicable Closing Date, by wire transfer of each Revolving Credit Advance requested to be made on such Borrowing Date available to the Agent at the Agent’s funding office for the Company specified by the Agent from time to time by notice to the Lenders and in immediately available or other same day funds customarily used for settlement in Dollars or Dollars, to such account(s) in the relevant Foreign Syndicated Currency (United States as the case may be). The amounts made available by each Lender will then be made available designated in writing to the Company Collateral Agent by Borrower at least two (2) Business Days prior to such Closing Date; provided, however, that, with respect to the funding office Tranche B Loan, Borrower shall deliver to the Collateral Agent by electronic mail or facsimile such completed Advance Request Form no later than such date that is sixty (60) days prior to the Tranche B Closing Date; provided, further, that, with respect to the Tranche C Loan, Borrower shall deliver to the Collateral Agent by electronic mail or facsimile such completed Advance Request Form no later than such date that is thirty (30) days prior to the Tranche C Closing Date and in any event not later than August 30, 2024; provided, finally, that, with respect to the Tranche D Loan, Borrower shall deliver to the Collateral Agent by electronic mail or facsimile such completed Advance Request Form no later than such date that is sixty (60) days prior to the Tranche D Closing Date and in any event not later than June 30, 2025. Notwithstanding anything herein to the contrary, the parties hereto agree that (x) the delivery by Borrower to the Collateral Agent and Lenders by electronic mail or facsimile of a completed Advance Request Form for the Company Tranche C Loan no later than such date that is thirty (30) days prior to the Tranche C Closing Date is a condition precedent to each Lender’s obligation to advance its Applicable Percentage of the Tranche C Loan hereunder and in like funds as received (y) Borrower’s failure to deliver a completed Advance Request Form with respect to the Tranche C Loan by the Agentdate that is thirty (30) days prior to the Tranche C Closing Date will not, by itself, constitute an Event of Default hereunder.
Appears in 1 contract
Samples: Loan Agreement (UroGen Pharma Ltd.)
Procedures for Borrowing. (a) The Company may borrow under the Commitments from time to time prior Subject to the Facility Termination Date on any Business Day. The Foreign Subsidiary Borrowers may borrow under the Alternate Currency Commitments from time prior satisfaction of all other applicable conditions to time prior to the Facility Termination Date on any Business Day.
(b) (i) The Company may from time to time request the making of an Advance set forth in Section 3.1 and Section 3.2 of this Agreement, an Advance shall be made upon Borrower’s (via an individual duly authorized by an Administrator) irrevocable written notice delivered to Bank in the form of a Revolving Credit Advance Notice of Borrowing or without instructions if any Advances is necessary to meet Obligations which have become due. The Notice of Borrowing shall be made by giving irrevocable notice (a “Borrower through Bank’s online banking program, provided, however, if Borrower is not utilizing Bank’s online banking program, then such Notice of Borrowing Notice”) to shall be in the Agent (which notice form attached hereto as Exhibit C and shall be executed by an Authorized Signer. Bank shall have received satisfactory evidence that the Board has approved that such Authorized Signer may provide such notices and request Advances. The Notice of Borrowing must be received by the Agent Bank prior to 10:00 A.M.12:00 p.m. Pacific time, local time of the Applicable Lending Installation of the Agent, on the same Business Day of the Borrowing Date of each Floating Rate Advance and not less than (i) at least three (3) Business Days prior to the requested Borrowing Date of each Eurocurrency Advance) specifying in each case (i) the amount to be borrowedFunding Date, (ii) the requested Borrowing Date (which shall be a Business Day), (iii) the currency in which such Loan shall be denominated and its Original Dollar Amount, and (iv) in the case of each Eurocurrency any LIBOR Advance, and (ii) on the length requested Funding Date, in the case of a Prime Rate Advance, specifying: (1) the amount of the initial Interest Period therefor. Each borrowing shall be in Dollars or a Foreign Syndicated Currency Advance; (2) the amounts of which shall be requested Funding Date; (a3) (if less than the Aggregate Available Revolving Credit Commitments) equal to or greater than $1,000,000 and in integral multiples of $500,000 thereafter (or, if whether the Advance is to be denominated comprised of LIBOR Advances or Prime Rate Advances, provided that LIBOR Advances shall only be available when a Streamline Period is in effect; and (4) the duration of the Interest Period applicable to any such LIBOR Advances included in such notice; provided that if the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Advance comprised of LIBOR Advances, such Interest Period shall be one (1) month. Notwithstanding any terms in this Agreement to the contrary, each LIBOR Advance shall not be less than One Million Dollars ($1,000,000.00) and shall be in a Foreign Syndicated Currencymultiple of One Hundred Thousand Dollars ($100,000.00). In addition to such Notice of Borrowing, Borrower must promptly deliver to Bank by electronic mail or through Bank’s online banking program (i) if Borrower has not delivered a Compliance Certificate to Bank within the period commencing on the date that is thirty (30) days prior to the date on which Borrower delivers the Notice of Borrowing to Bank, a duly completed Compliance Certificate signed by a Responsible Officer and otherwise in the form required pursuant to Section 6.2(e), (ii) if Borrower has not delivered a Borrowing Base Report to Bank within the period commencing on the date that is thirty (30) days prior to the date on which Borrower delivers the Notice of Borrowing to Bank, a Borrowing Base Report (and any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts), and (iii) such comparable other reports and convenient amount thereof information, including without limitation, sales journals, cash receipts journals, accounts receivable aging reports, as the Agent Bank may from time to time specify) or request in its reasonable discretion.
(b) equal On the Funding Date, Bank shall credit proceeds of an Advance to the amount Designated Deposit Account and, subsequently, shall transfer such proceeds by wire transfer to such other account as Borrower may instruct in the Notice of the Aggregate Available Revolving Credit CommitmentsBorrowing. Upon receipt of No Advances shall be deemed made to Borrower, and no interest shall accrue on any such notice from the Company relating to a Revolving Credit Advance, until the Agent shall promptly notify the Lenders. Not later than 1:00 P.M., local time at the Agent’s funding office for the Company, on the requested Borrowing Date, each Lender shall make an amount equal to its Pro Rata Share of the principal amount of each Revolving Credit Advance requested to be made on such Borrowing Date available to the Agent at the Agent’s funding office for the Company specified by the Agent from time to time by notice to the Lenders and in immediately available or other same day related funds customarily used for settlement in Dollars or have been deposited in the relevant Foreign Syndicated Currency (as the case may be). The amounts made available by each Lender will then be made available to the Company at the funding office for the Company and in like funds as received by the Agentapplicable Designated Deposit Account.
Appears in 1 contract
Procedures for Borrowing. Subject to the prior satisfaction of all other applicable conditions to the making of an Advance set forth in this Agreement, to obtain an Advance, Borrower shall notify Bank (which notice shall be irrevocable) by electronic mail, facsimile, or telephone by 12:00 noon Eastern time on the Funding Date of the Advance. Together with any such electronic or facsimile notification, Borrower shall deliver to Bank by electronic mail or facsimile a completed Payment/Advance Form executed by a Responsible Officer or his or her designee. Bank may rely on any telephone notice given by a person whom Bank believes is a Responsible Officer or designee. Bank shall credit Advances to the Designated Deposit Account. Bank may make Advances under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if the Advances are necessary to meet Obligations which have become due.” 5 The Loan Agreement shall be amended by inserting the following text to appear at the end of Section 4.1 (Grant of Security Interest) thereof: “ Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest in the Collateral granted herein (subject only to Permitted Liens that are permitted pursuant to the terms of this Agreement to have superior priority to Bank’s Lien in this Agreement). In the event (a) The Company may borrow under the Commitments from time to time prior to the Facility Termination Date on any Business Day. The Foreign Subsidiary Borrowers may borrow under the Alternate Currency Commitments from time to time prior to the Facility Termination Date on any Business Day.
all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal to (i) The Company may from time to time request the making of a Revolving Credit Advance by giving irrevocable notice one hundred five percent (a “Borrowing Notice”105.0%) to the Agent (which notice must be received by the Agent prior to 10:00 A.M., local time of the Applicable Lending Installation face amount of the Agent, on the same Business Day all such Letters of the Borrowing Date of each Floating Rate Advance Credit denominated in Dollars and not less than three Business Days prior to the requested Borrowing Date of each Eurocurrency Advance) specifying in each case (i) the amount to be borrowed, (ii) the requested Borrowing Date one hundred ten percent (which shall be a Business Day), (iii110.0%) the currency in which such Loan shall be denominated and its Original Dollar Amount, and (iv) in the case of each Eurocurrency Advance, the length of the initial Interest Period therefor. Each borrowing shall be in Dollars or a Foreign Syndicated Currency Dollar Equivalent of the amounts face amount of which shall be (a) (if less than the Aggregate Available Revolving all such Letters of Credit Commitments) equal to or greater than $1,000,000 and in integral multiples of $500,000 thereafter (or, if the Advance is to be denominated in a Foreign Syndicated CurrencyCurrency plus, such comparable in each case, all interest, fees, and convenient amount thereof costs due or to become due in connection therewith (as the Agent may from time estimated by Bank in its good faith business judgment), to time specify) or (b) equal to the amount secure all of the Aggregate Available Revolving Credit Commitments. Upon receipt of any such notice from the Company Obligations relating to a Revolving Credit Advance, the Agent shall promptly notify the Lenders. Not later than 1:00 P.M., local time at the Agent’s funding office for the Company, on the requested Borrowing Date, each Lender shall make an amount equal to its Pro Rata Share such Letters of the principal amount of each Revolving Credit Advance requested to be made on such Borrowing Date available to the Agent at the Agent’s funding office for the Company specified by the Agent from time to time by notice to the Lenders and in immediately available or other same day funds customarily used for settlement in Dollars or in the relevant Foreign Syndicated Currency (as the case may be). The amounts made available by each Lender will then be made available to the Company at the funding office for the Company and in like funds as received by the AgentCredit.”
Appears in 1 contract
Samples: Loan Modification Agreement (Soundbite Communications Inc)
Procedures for Borrowing. Subject to the prior satisfaction of all other applicable conditions to the making of an Advance set forth in this Agreement, to obtain an Advance, Borrower shall give the Administrative Agent written notice substantially in the form of the Payment/Advance Form by 12:00 noon New York time on the date which is (a) The Company may borrow under the Commitments from time to time prior to the Facility Termination Date on any Business Day. The Foreign Subsidiary Borrowers may borrow under the Alternate Currency Commitments from time to time prior to the Facility Termination Date on any Business Day.
three (b3) (i) The Company may from time to time request the making of a Revolving Credit Advance by giving irrevocable notice (a “Borrowing Notice”) to the Agent (which notice must be received by the Agent prior to 10:00 A.M., local time of the Applicable Lending Installation of the Agent, on the same Business Day of the Borrowing Date of each Floating Rate Advance and not less than three Business Days prior to the requested Borrowing Funding Date of each Eurocurrency the Advance (or such period shorter than three (3) Business Days as may be agreed by the Administrative Agent), in the case of the initial Advance and (b) fifteen (15) Business Days prior to the Funding Date of the Advance) specifying , in each the case of all other Advances. The Payment/Advance Form shall be executed by a Responsible Officer or his or her designee, and shall specify (ia) the principal amount of the proposed Advance, (b) whether the Advance is requested to be borroweda Reference Rate Advance or a LIBOR Rate Advance and, in the case of a LIBOR Rate Advance, the initial Interest Period with respect thereto, (iic) wire instructions for the account of Borrower into which such funds should be deposited, and (d) the requested Borrowing Date (proposed Funding Date, which shall must be a Business Day. If the Payment/Advance Form requests a LIBOR Rate Advance and fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. The Secured Parties may act without liability upon the basis of written, emailed or telecopied notice believed in good faith by such Secured Party to be from Borrower (or from any Responsible Officer thereof). The Secured Parties shall be entitled to rely conclusively on any Responsible Officer’s authority to request an Advance on behalf of Borrower until the Administrative Agent receives written notice to the contrary. The Secured Parties shall have no duty to verify the authenticity of the signature appearing on any Payment/Advance Form. Each Payment/Advance Form pursuant to this Section 2.11(a) shall be irrevocable and Borrower shall be bound to make a borrowing in accordance therewith. Each Advance shall be made in a minimum amount of Five Hundred Thousand Dollars ($500,000) and shall be in an integral multiple of One Hundred Thousand Dollars ($100,000).
(i) Except as otherwise provided in this Section 2.11(b), all Advances under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make an Advance requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in that other Lender’s obligation to make an Advance requested hereunder, and each Lender shall be obligated to make the Advances required to be made by it by the terms of this Agreement regardless of the failure by any other Lender. Not later than 3:00 p.m., New York City time, on the borrowing date, each Lender shall make available to the Administrative Agent to the Administrative Agent’s Account an amount in immediately available funds equal to the Advance to be made by such Lender. Upon receipt of all requested funds, the Administrative Agent shall deliver to the account of Borrower specified in the Payment/Advance Form the aggregate of the amounts made available to the Administrative Agent by the Lenders in immediately available funds.
(ii) Notwithstanding any other provision of this Agreement, and in order to reduce the number of fund transfers among Borrower, the Agents and the Lenders, Borrower, the Agents and the Lenders agree that the Administrative Agent may (but shall not be obligated to), and Borrower and the Lenders hereby irrevocably authorize the Administrative Agent to, fund, on behalf of the Lenders, Advances pursuant to Section 2.1.1(a), subject to the procedures for settlement set forth in Section 2.11(c); provided, however, that (A) the Administrative Agent shall in no event fund any such Advances if the Administrative Agent shall have received written notice from the Collateral Agent or the Required Lenders on the Business Day prior to the date of the proposed Advance that one or more of the conditions precedent contained in Section 3 will not be satisfied at the time of the proposed Advance, and (B) the Administrative Agent shall not otherwise be required to determine that, or take notice whether, the conditions precedent in Section 3 have been satisfied. If Borrower gives a Payment/Advance Form requesting an Advance and the Administrative Agent elects not to fund such Advance on behalf of the Lenders, then promptly after receipt of the Payment/Advance Form requesting such Advance, the Administrative Agent shall notify each Lender of the specifics of the requested Advance and that it will not fund the requested Advance on behalf of the Lenders. If the Administrative Agent notifies the Lenders that it will not fund a requested Advance on behalf of the Lenders, each Lender shall make its Pro Rata Share of the Advance available to the Administrative Agent, in immediately available funds, in the Administrative Agent’s Account no later than 3:00 p.m. (New York City time) (provided that the Administrative Agent requests payment from such Lender not later than 1:00 p.m. (New York City time)) on the date of the proposed Advance. The Administrative Agent will make the proceeds of such Advances available to Borrower on the day of the proposed Advance by causing an amount, in immediately available funds, equal to the proceeds of all such Advances received by the Administrative Agent in the Administrative Agent’s Account or the amount funded by the Administrative Agent on behalf of the Lenders to be deposited in an account designated by Borrower.
(iii) If the currency Administrative Agent has notified the Lenders that the Administrative Agent, on behalf of the Lenders, will not fund a particular Advance pursuant to Section 2.11(b)(ii), the Administrative Agent may assume that each such Lender has made such amount available to the Administrative Agent on such day and the Administrative Agent, in its sole discretion, may, but shall not be obligated to, cause a corresponding amount to be made available to Borrower on such day. If the Administrative Agent makes such corresponding amount available to Borrower and such corresponding amount is not in fact made available to the Administrative Agent by any such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from the date such payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the Reference Rate. During the period in which such Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so advanced by the Administrative Agent to Borrower shall, for all purposes hereof, be an Advance made by the Administrative Agent for its own account. Upon any such failure by a Lender to pay the Administrative Agent, the Administrative Agent shall be denominated promptly thereafter notify Borrower of such failure and Borrower shall immediately pay such corresponding amount to the Administrative Agent for its Original Dollar Amount, and own account.
(iv) Nothing in this Section 2.11(b) shall be deemed to relieve any Lender from its obligations to fulfill its Commitment hereunder or to prejudice any rights that the case Administrative Agent or Borrower may have against any Lender as a result of any default by such Lender hereunder.
(i) With respect to all periods for which the Administrative Agent has funded Advances pursuant to Section 2.11(b), on Friday of each Eurocurrency Advanceweek, the length of the initial Interest Period therefor. Each borrowing shall be in Dollars or a Foreign Syndicated Currency the amounts of which shall be (a) (if less than the Aggregate Available Revolving Credit Commitments) equal to or greater than $1,000,000 and in integral multiples of $500,000 thereafter (or, if the Advance applicable Friday is to be denominated in not a Foreign Syndicated CurrencyBusiness Day, then on the following Business Day, or such comparable and convenient amount thereof shorter period as the Administrative Agent may from time to time specify) select (any such week or shorter period being herein called a “Settlement Period”), the Administrative Agent shall notify each Lender of the unpaid principal amount of the Advances outstanding as of the last day of each such Settlement Period. In the event that such amount is greater than the unpaid principal amount of the Advances outstanding on the last day of the Settlement Period immediately preceding such Settlement Period (b) equal to or, if there has been no preceding Settlement Period, the amount of the Aggregate Available Revolving Credit Commitments. Upon receipt of any such notice from the Company relating to a Revolving Credit Advance, the Agent shall promptly notify the Lenders. Not later than 1:00 P.M., local time at the Agent’s funding office for the Company, Advances made on the requested Borrowing Datedate of such Lender’s initial funding), each Lender shall promptly (and in any event not later than 2:00 p.m. (New York City time) if the Administrative Agent requests payment from such Lender not later than 12:00 noon (New York City time) on such day) make available to the Administrative Agent its Pro Rata Share of the difference in immediately available funds. In the event that such amount is less than such unpaid principal amount, the Administrative Agent shall promptly pay over to each Lender its Pro Rata Share of the difference in immediately available funds. In addition, if the Administrative Agent shall so request at any time when a Default or an amount Event of Default shall have occurred and be continuing, or any other event shall have occurred as a result of which the Administrative Agent shall determine that it is desirable to present claims against Borrower for repayment, each Lender shall promptly remit to the Administrative Agent or, as the case may be, the Administrative Agent shall promptly remit to each Lender, sufficient funds to adjust the interests of the Lenders in the then outstanding Advances to such an extent that, after giving effect to such adjustment, each such Lender’s interest in the then outstanding Advances will be equal to its Pro Rata Share thereof. The obligations of the principal amount Administrative Agent and each Lender under this Section 2.11(c) shall be absolute and unconditional. Each Lender shall only be entitled to receive interest on its Pro Rata Share of each Revolving Credit Advance requested the Advances which have been funded by such Lender.
(ii) In the event that any Lender fails to make any payment required to be made by it pursuant to Section 2.11(c)(i), the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Borrowing Date available Lender together with interest thereon, for each day from the date such payment was due until the date such amount is paid to the Agent Administrative Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the Reference Rate. During the period in which such Lender has not paid such corresponding amount to the Administrative Agent’s funding office for , notwithstanding anything to the Company specified contrary contained in this Agreement or any other Loan Document, the amount so advanced by the Administrative Agent from time to time Borrower shall, for all purposes hereof, be an Advance made by notice the Administrative Agent for its own account. Upon any such failure by a Lender to pay the Administrative Agent, the Administrative Agent shall promptly thereafter notify Borrower of such failure and Borrower shall immediately pay such corresponding amount to the Lenders and Administrative Agent for its own account. Nothing in immediately available this Section 2.11(c)(ii) shall be deemed to relieve any Lender from its obligation to fulfill its Commitment hereunder or other same day funds customarily used for settlement in Dollars to prejudice any rights that the Administrative Agent or in the relevant Foreign Syndicated Currency (Borrower may have against any Lender as the case may be). The amounts made available a result of any default by each such Lender will then be made available to the Company at the funding office for the Company and in like funds as received by the Agenthereunder.
Appears in 1 contract
Samples: Loan and Guaranty Agreement (Safeguard Scientifics Inc)
Procedures for Borrowing. (a) The Company may borrow under the Commitments from time to time prior Subject to the Facility Termination Date on any Business Day. The Foreign Subsidiary Borrowers may borrow under the Alternate Currency Commitments from time prior satisfaction of all other applicable conditions to time prior to the Facility Termination Date on any Business Day.
(b) (i) The Company may from time to time request the making of an Advance set forth in this Agreement, an Advance shall be made upon Borrower’s (via an individual duly authorized by an Administrator) irrevocable written notice delivered to Bank in the form of a Revolving Credit Advance Notice of Borrowing or without instructions if any Advances is necessary to meet Obligations which have become due. The Notice of Borrowing shall be made by giving irrevocable notice (a “Borrower through Bank’s online banking program, provided, however, if Borrower is not utilizing Bank’s online banking program, then such Notice of Borrowing Notice”) to shall be in the Agent (which notice form attached hereto as Exhibit C and shall be executed by an Authorized Signer. Bank shall have received satisfactory evidence that the Board has approved that such Authorized Signer may provide such notices and request Advances. The Notice of Borrowing must be received by the Agent Bank prior to 10:00 A.M.12:00 p.m. Pacific time, local time of the Applicable Lending Installation of the Agent, on the same Business Day of the Borrowing Date of each Floating Rate Advance and not less than (i) at least three (3) Business Days prior to the requested Borrowing Date of each Eurocurrency Advance) specifying in each case (i) the amount to be borrowed, (ii) the requested Borrowing Funding Date (other than the Funding Date on the Effective Date, which shall Notice of Borrowing may be a Business Daysubmitted to Bank on the same day), (iii) the currency in which such Loan shall be denominated and its Original Dollar Amount, and (iv) in the case of each Eurocurrency any LIBOR Advance, and (ii) on the length requested Funding Date, in the case of a Prime Rate Advance, specifying: (1) the amount of the initial Interest Period therefor. Each borrowing shall be in Dollars or a Foreign Syndicated Currency Advance; (2) the amounts of which shall be requested Funding Date; (a3) (if less than the Aggregate Available Revolving Credit Commitments) equal to or greater than $1,000,000 and in integral multiples of $500,000 thereafter (or, if whether the Advance is to be denominated comprised of LIBOR Advances or Prime Rate Advances, provided that LIBOR Advances may only be requested when a Streamline Period is in effect; and (4) the duration of the Interest Period applicable to any such LIBOR Advances included in such notice, provided that LIBOR Advances may only be requested when a Streamline Period is in effect, and provided, further, that if the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Advance comprised of LIBOR Advances, such Interest Period shall be one (1) month. Notwithstanding any terms in this Agreement to the contrary, each LIBOR Advance shall not be less than [***] Dollars ($[***]) and shall be in a Foreign Syndicated Currencymultiple of [***] Dollars ($[***]). In addition to such Notice of Borrowing, Borrower must promptly deliver to Bank by electronic mail or through Bank’s online banking program such comparable reports and convenient amount thereof information, including without limitation, sales journals, cash receipts journals, accounts receivable aging reports, as the Agent Bank may from time to time specify) or request in its sole discretion.
(b) equal On the Funding Date, Bank shall credit proceeds of an Advance to the amount Designated Deposit Account denominated in Dollars and, subsequently, shall transfer such proceeds by wire transfer to such other account as Borrower may instruct in the Notice of the Aggregate Available Revolving Credit CommitmentsBorrowing. Upon receipt of No Advances shall be deemed made to Borrower, and no interest shall accrue on any such notice from the Company relating to a Revolving Credit Advance, until the Agent shall promptly notify the Lenders. Not later than 1:00 P.M., local time at the Agent’s funding office for the Company, on the requested Borrowing Date, each Lender shall make an amount equal to its Pro Rata Share of the principal amount of each Revolving Credit Advance requested to be made on such Borrowing Date available to the Agent at the Agent’s funding office for the Company specified by the Agent from time to time by notice to the Lenders and in immediately available or other same day related funds customarily used for settlement in Dollars or have been deposited in the relevant Foreign Syndicated Currency (as the case may be). The amounts made available by each Lender will then be made available to the Company at the funding office for the Company and in like funds as received by the Agentapplicable Designated Deposit Account.
Appears in 1 contract
Procedures for Borrowing. (a) The Company may borrow under the Commitments from time to time prior Subject to the Facility Termination Date on any Business Day. The Foreign Subsidiary Borrowers may borrow under the Alternate Currency Commitments from time prior satisfaction of all other applicable conditions to time prior to the Facility Termination Date on any Business Day.
(b) (i) The Company may from time to time request the making of a Revolving Credit Advance Extension set forth in this Agreement, each Credit Extension shall be made upon Borrower’s irrevocable written notice delivered to Bank in the form of a Notice of Borrowing, each executed by giving irrevocable a Responsible Officer of Borrower or his or her designee or without instructions if the Credit Extensions are necessary to meet Obligations which have become due. Bank may rely on any telephone notice (given by a “person whom Bank believes is a Responsible Officer or designee. Borrower will indemnify Bank for any loss Bank suffers due to such reliance. Such Notice of Borrowing Notice”) to the Agent (which notice must be received by the Agent Bank prior to 10:00 A.M.11:00 a.m. Pacific time, local time of the Applicable Lending Installation of the Agent, on the same Business Day of the Borrowing Date of each Floating Rate Advance and not less than (i) at least three (3) Business Days prior to the requested Funding Date, in the case of LIBOR Credit Extensions, and (ii) at least one (1) Business Day prior to the requested Funding Date, in the case of Prime Rate Credit Extensions (provided that if the outstanding Obligations on account of Advances or Letters of Credit on the Funding Date will be in excess of the Non-Formula Amount greater than zero, such Notice of Borrowing Date of each Eurocurrency Advancefor LIBOR or Prime Rate Credit Extensions must be received by Bank prior to 11:00 a.m. Pacific time at least five (5) specifying in each case Business Days prior to the requested Funding Date), specifying:
(i) the amount to of the Credit Extension, which, if a LIBOR Credit Extension is requested, shall be borrowed, in an aggregate minimum principal amount of $1,000,000 or in any integral multiple of $500,000 in excess thereof;
(ii) the requested Borrowing Date (which shall be a Business Day), Funding Date;
(iii) whether the currency in which such Loan shall Credit Extension is to be denominated and its Original Dollar Amount, and comprised of LIBOR Credit Extensions or Prime Rate Credit Extensions; and
(iv) in the case of each Eurocurrency Advance, the length duration of the initial Interest Period therefor. Each borrowing applicable to any such LIBOR Credit Extensions included in such notice; provided that if the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Credit Extension comprised of LIBOR Credit Extensions, such Interest Period shall be in Dollars or a Foreign Syndicated Currency the amounts of which shall be one (a1) (if less than the Aggregate Available Revolving Credit Commitments) equal to or greater than $1,000,000 and in integral multiples of $500,000 thereafter (or, if the Advance is to be denominated in a Foreign Syndicated Currency, such comparable and convenient amount thereof as the Agent may from time to time specify) or month.
(b) equal to the amount The proceeds of the Aggregate Available Revolving all such Credit Commitments. Upon receipt of any such notice from the Company relating to a Revolving Credit Advance, the Agent shall promptly notify the Lenders. Not later than 1:00 P.M., local time at the Agent’s funding office for the Company, on the requested Borrowing Date, each Lender shall make an amount equal to its Pro Rata Share of the principal amount of each Revolving Credit Advance requested to be made on such Borrowing Date available to the Agent at the Agent’s funding office for the Company specified by the Agent from time to time by notice to the Lenders and in immediately available or other same day funds customarily used for settlement in Dollars or in the relevant Foreign Syndicated Currency (as the case may be). The amounts made available by each Lender Extensions will then be made available to Borrower on the Company at Funding Date by Bank by transfer to the funding office for Designated Deposit Account and, subsequently, by wire transfer to such other account as Borrower may instruct in the Company Notice of Borrowing. No Credit Extensions shall be deemed made to Borrower, and no interest shall accrue on any such Credit Extension, until the related funds have been deposited in like funds as received by the AgentDesignated Deposit Account.
Appears in 1 contract
Procedures for Borrowing. (a) The Company may borrow under the Commitments from time to time prior Subject to the Facility Termination Date on any Business Day. The Foreign Subsidiary Borrowers may borrow under the Alternate Currency Commitments from time prior satisfaction of all other applicable conditions to time prior to the Facility Termination Date on any Business Day.
(b) (i) The Company may from time to time request the making of a Revolving Credit Advance by giving irrevocable notice (Extension set forth in this Agreement, to obtain a “Borrowing Notice”) to the Agent Credit Extension, Borrower shall notify Bank (which notice must shall be received irrevocable) by electronic mail, facsimile, or telephone by 12:00 p.m. Eastern time on the Funding Date of the Credit Extension. Together with any such electronic or facsimile notification, Borrower shall deliver to Bank by electronic mail or facsimile a completed Payment/Advance Form executed by a Responsible Officer or his or her designee. Bank may rely on any telephone notice given by a person whom Bank believes is a Responsible Officer or designee. Bank shall credit Credit Extensions to the Designated Deposit Account. Bank may make Credit Extensions under this Agreement based on instructions from a Responsible Officer or his or her designee.” 5 The Loan Agreement shall be amended by inserting the following text to appear at the end of Section 4.1 (Grant of Security Interest) thereof: “ Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the Agent prior first priority perfected security interest in the Collateral granted herein (subject only to 10:00 A.M.Permitted Liens that expressly have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, local time Bank’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time, Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the Collateral and all rights therein shall revert to Borrower. In the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied in full, and (b) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In the event such Bank Services consist of the Applicable Lending Installation outstanding Letters of the AgentCredit, on the same Business Day of the Borrowing Date of each Floating Rate Advance and not less than three Business Days prior Borrower shall provide to the requested Borrowing Date of each Eurocurrency Advance) specifying Bank cash collateral in each case an amount equal to (i) one hundred five percent (105.0%) of the face amount to be borrowed, of all such Letters of Credit denominated in Dollars and (ii) the requested Borrowing Date one hundred ten percent (which shall be a Business Day), (iii110.0%) the currency in which such Loan shall be denominated and its Original Dollar Amount, and (iv) in the case of each Eurocurrency Advance, the length of the initial Interest Period therefor. Each borrowing shall be in Dollars or a Foreign Syndicated Currency Dollar Equivalent of the amounts face amount of which shall be (a) (if less than the Aggregate Available Revolving all such Letters of Credit Commitments) equal to or greater than $1,000,000 and in integral multiples of $500,000 thereafter (or, if the Advance is to be denominated in a Foreign Syndicated CurrencyCurrency plus, such comparable in each case, all interest, fees, and convenient amount thereof costs due or to become due in connection therewith (as the Agent may from time estimated by Bank in its good faith business judgment), to time specify) or (b) equal to the amount secure all of the Aggregate Available Revolving Credit Commitments. Upon receipt of any such notice from the Company Obligations relating to a Revolving Credit Advance, the Agent shall promptly notify the Lenders. Not later than 1:00 P.M., local time at the Agent’s funding office for the Company, on the requested Borrowing Date, each Lender shall make an amount equal to its Pro Rata Share such Letters of the principal amount of each Revolving Credit Advance requested to be made on such Borrowing Date available to the Agent at the Agent’s funding office for the Company specified by the Agent from time to time by notice to the Lenders and in immediately available or other same day funds customarily used for settlement in Dollars or in the relevant Foreign Syndicated Currency (as the case may be). The amounts made available by each Lender will then be made available to the Company at the funding office for the Company and in like funds as received by the AgentCredit.”
Appears in 1 contract
Procedures for Borrowing. (a) The Company Subject to the prior satisfaction of all other applicable conditions to the making of an Advance set forth in this Agreement, an Advance shall be made upon Lead Borrower’s (via an individual duly authorized by an Administrator) irrevocable written notice delivered to Bank in the form of a Notice of Borrowing or without instructions if any Advances are necessary to meet Obligations which have become due; provided, however, that any such notice may borrow under state that it is conditioned upon the Commitments from time occurrence or non-occurrence of any event specified therein, in which case such notice may be revoked by the Lead Borrower (by written notice to time Bank on or prior to the Facility Termination Date on any Business Dayspecified effective date) if such condition is not satisfied. The Foreign Subsidiary Borrowers may borrow under Notice of Borrowing shall be made by Lead Borrower through Bank’s online banking program, provided, however, if Lead Borrower is not utilizing Bank’s online banking program, then such Notice of Borrowing shall be in the Alternate Currency Commitments from time to time prior to the Facility Termination Date on any Business Day.
(b) (i) form attached hereto as Exhibit B and shall be executed by an Authorized Signer. The Company may from time to time request the making Notice of a Revolving Credit Advance by giving irrevocable notice (a “Borrowing Notice”) to the Agent (which notice must be received by the Agent Bank prior to 10:00 A.M.12:00 p.m. Eastern time, local time of the Applicable Lending Installation of the Agent, on the same Business Day of the Borrowing Date of each Floating Rate Advance and not less than (i) at least three (3) Business Days prior to the requested Borrowing Date of each Eurocurrency Advance) specifying in each case (i) the amount to be borrowedFunding Date, (ii) the requested Borrowing Date (which shall be a Business Day), (iii) the currency in which such Loan shall be denominated and its Original Dollar Amount, and (iv) in the case of each Eurocurrency any LIBOR Advance, and (ii) on the length requested Funding Date, in the case of a Prime Rate Advance, and in each case specifying:
(1) the amount of the initial Interest Period therefor. Each borrowing shall be in Dollars or a Foreign Syndicated Currency Advance; (2) the amounts of which shall be requested Funding Date; and (a3) (if less than the Aggregate Available Revolving Credit Commitments) equal to or greater than $1,000,000 and in integral multiples of $500,000 thereafter (or, if whether the Advance is to be denominated comprised of LIBOR Advance or Prime Rate Advance. Notwithstanding any terms in this Agreement to the contrary, each LIBOR Advance shall not be less than One Million Dollars ($1,000,000.00) and shall be in a Foreign Syndicated Currencymultiple of One Hundred Thousand Dollars ($100,000.00). In addition to such Notice of Borrowing, such comparable and convenient amount thereof Lead Borrower shall promptly deliver to Bank by electronic mail or through Bank’s online banking program accounts receivable aging reports, as the Agent Bank may from time to time specify) or reasonably request.
(b) equal Bank shall credit proceeds of a Credit Extension to the amount of the Aggregate Available Revolving Credit CommitmentsDesignated Deposit Account. Upon receipt of any Bank may make Advances under this Agreement based on instructions from an Authorized Signer or without instructions if such notice from the Company relating Advances are necessary to a Revolving Credit Advance, the Agent shall promptly notify the Lenders. Not later than 1:00 P.M., local time at the Agent’s funding office for the Company, on the requested Borrowing Date, each Lender shall make an amount equal to its Pro Rata Share of the principal amount of each Revolving Credit Advance requested to be made on such Borrowing Date available to the Agent at the Agent’s funding office for the Company specified by the Agent from time to time by notice to the Lenders and in immediately available or other same day funds customarily used for settlement in Dollars or in the relevant Foreign Syndicated Currency (as the case may be). The amounts made available by each Lender will then be made available to the Company at the funding office for the Company and in like funds as received by the Agentmeet Obligations which have become due.
Appears in 1 contract
Procedures for Borrowing. (a) The Company Borrower may borrow under notify the Commitments from time to time Agent prior to 1:00 p.m., Eastern Standard or Daylight Time, as applicable ("Eastern Time"), on a Business Day of Borrower's request to incur, on that day, a Revolving Advance hereunder. Should any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with the Facility Termination Date on Agent or Lenders, or with respect to any Business Day. The Foreign Subsidiary Borrowers may borrow other Obligation, become due, same shall be deemed a request for a Revolving Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement or any other agreement with the Alternate Currency Commitments from time to time prior to the Facility Termination Date on any Business DayAgent or Lenders, and such request shall be irrevocable.
(b) Notwithstanding the provisions of subsection (ia) The Company may from time above, in the event Borrower desires to time request the making of obtain a Revolving Credit Advance by giving irrevocable notice (as a “Borrowing Notice”) to Eurodollar Rate Loan, Borrower shall give the Agent at least three (which notice must be received by the Agent 3) Business Days' prior to 10:00 A.M.written notice, local time of the Applicable Lending Installation of the Agent, on the same Business Day of the Borrowing Date of each Floating Rate Advance and not less than three Business Days prior to the requested Borrowing Date of each Eurocurrency Advance) specifying in each case (i) the amount to be borrowed, (ii) date of the requested Borrowing Date proposed borrowing (which shall be a Business Day), (ii) the type of borrowing and the amount on the date of such Advance to be borrowed, which amount shall be an integral multiple of $1,000,000, and (iii) the currency duration of the first Interest Period therefor. Interest Periods for Eurodollar Rate Loans shall be for one, two or three months; provided, if an Interest Period would end on a day that is not a Business Day, it shall end on the next succeeding Business Day unless such day falls in the next succeeding calendar month in which such case the Interest Period shall end on the next preceding Business Day. No Eurodollar Rate Loan shall be denominated made available to Borrower during the continuance of a Default or an Event of Default.
(c) Each Interest Period of a Eurodollar Rate Loan shall commence on the date such Eurodollar Rate Loan is made and its Original Dollar Amount, and shall end on such date as Borrower may elect as set forth in subsection (ivb)(iii) in above provided that the case exact length of each Eurocurrency Advance, Interest Period shall be determined in accordance with the length practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the last day of the Term. Borrower shall elect the initial Interest Period therefor. Each borrowing shall be in Dollars or a Foreign Syndicated Currency the amounts of which shall be (a) (if less than the Aggregate Available Revolving Credit Commitments) equal to or greater than $1,000,000 and in integral multiples of $500,000 thereafter (or, if the Advance is to be denominated in a Foreign Syndicated Currency, such comparable and convenient amount thereof as the Agent may from time to time specify) or (b) equal to the amount of the Aggregate Available Revolving Credit Commitments. Upon receipt of any such notice from the Company relating applicable to a Revolving Credit Advance, the Agent shall promptly notify the Lenders. Not later than 1:00 P.M., local time at the Agent’s funding office for the Company, on the requested Borrowing Date, each Lender shall make an amount equal to Eurodollar Rate Loan by its Pro Rata Share notice of the principal amount of each Revolving Credit Advance requested to be made on such Borrowing Date available borrowing given to the Agent at the Agent’s funding office for the Company specified pursuant to Section 2.3(b) or by its notice of conversion given to the Agent from time pursuant to time by notice to the Lenders and in immediately available or other same day funds customarily used for settlement in Dollars or in the relevant Foreign Syndicated Currency (Section 2.3(d), as the case may be). The amounts made available Borrower shall elect the duration of each succeeding Interest Period by each Lender will giving irrevocable written notice to the Agent of such duration not less than three (3) Business Days prior to the last day of then current Interest Period applicable to such Eurodollar Rate Loan. If the Agent does not receive timely notice of the Interest Period elected by Borrower, Borrower shall be deemed to have elected to convert to a Domestic Rate Loan subject to Section 2.3(d) hereinbelow.
(d) Provided that no Default or Event of Default shall have occurred and be continuing, Borrower may, on the last Business Day of then current Interest Period applicable to any outstanding Eurodollar Rate Loan, or on any Business Day with respect to Domestic Rate Loans, convert any such loan into a loan of another type in the same aggregate principal amount provided that any conversion of a Eurodollar Rate Loan shall be made available only on the last Business Day of then current Interest Period applicable to such Eurodollar Rate Loan. If Borrower desires to convert a loan, Borrower shall give the Agent not less than three (3) Business Days' prior written notice to convert from a Domestic Rate Loan to a Eurodollar Rate Loan or one (1) Business Day's prior written notice to convert from a Eurodollar Rate Loan to a Domestic Rate Loan, specifying the date of such conversion, the loans to be converted and if the conversion is from a Domestic Rate Loan to any other type of loan, the duration of the first Interest Period therefor. After giving effect to each such conversion, there shall not be outstanding more than five Eurodollar Rate Loans, in the aggregate.
(e) At its option and upon three (3) Business Days' prior written notice, Borrower may prepay the Eurodollar Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the Company at date of such repayment. Borrower shall specify the funding office for date of prepayment of Advances which are Eurodollar Rate Loans and the Company amount of such prepayment. In the event that any prepayment of a Eurodollar Rate Loan is required or permitted on a date other than the last Business Day of then current Interest Period with respect thereto, Borrower shall indemnify the Agent and Lenders therefor in like funds accordance with Section 2.3(f) hereof.
(f) Borrower shall indemnify the Agent and Lenders and hold the Agent and Lenders harmless from and against any and all losses or expenses that the Agent and Lenders may sustain or incur as received a consequence of any prepayment, conversion of or any default by Borrower in the payment of the principal of or interest on any Eurodollar Rate Loan or failure by Borrower to complete a borrowing of, a prepayment of or conversion of or to a Eurodollar Rate Loan after notice thereof has been given, including, but not limited to, any interest payable by the Agent or Lenders to lenders of funds obtained by it in order to make or maintain its Eurodollar Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by the Agent or any Lender to Borrower shall be conclusive absent manifest error.
(g) Notwithstanding any other provision hereof, if any applicable law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for any Lender (for purposes of this subsection (g), the term "Lender" shall include any Lender and the office or branch where any Lender or any corporation or bank controlling such Lender makes or maintains any Eurodollar Rate Loans) to make or maintain its Eurodollar Rate Loans, the obligation of such Lenders to make Eurodollar Rate Loans hereunder shall forthwith be suspended until such circumstances cease to exist and Borrower shall, if any affected Eurodollar Rate Loans are then outstanding, promptly upon request from the Agent, either pay all such affected Eurodollar Rate Loans or convert such affected Eurodollar Rate Loans into loans of another type. If any such payment or conversion of any Eurodollar Rate Loan is made on a day that is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, Borrower shall pay the Agent, upon the Agent's request, such amount or amounts as may be necessary to compensate Lenders for any loss or expense sustained or incurred by Lenders in respect of such Eurodollar Rate Loan as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by Lenders to lenders of funds obtained by Lenders in order to make or maintain such Eurodollar Rate Loan. A certificate as to any additional amounts payable pursuant to the foregoing sentence submitted by Lenders to Borrower shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Credit, Guaranty and Security Agreement (Evergreen International Aviation Inc)
Procedures for Borrowing. (a) The Company may borrow under the Commitments from time to time prior Subject to the Facility Termination Date conditions set forth in this Section 2.3, in order to request a Disbursement under this Agreement, Borrower shall submit to Lender a Disbursement Request substantially in the form attached hereto as Exhibit A on any Business Day. The Foreign Subsidiary Borrowers may borrow under Banking Day during the Alternate Currency Commitments from time to time prior to Availability Period specifying in accordance with the Facility Termination Date on any Business Dayterms of this Agreement (I) the principal amount and (ii) the proposed date of Disbursement.
(b) (i) The Company may from time to time request the making of a Revolving Credit Advance by giving irrevocable notice (a “Borrowing Notice”) to the Agent (which notice Each Disbursement Request must be received by the Agent prior to 10:00 A.M., local time of the Applicable Lending Installation of the Agent, on the same Business Day of the Borrowing Date of each Floating Rate Advance and not less than three Business Lender at least 3 banking Days prior to the requested Borrowing Date proposed date of each Eurocurrency Advance) specifying in each case (i) the amount to be borrowed, (ii) the requested Borrowing Date (which Disbursement. A Disbursement Request shall be a Business Day), (iii) the currency in which effective upon receipt of such Loan request by Lender and shall be denominated irrevocable by Borrower as of that date unless otherwise agreed upon by Borrower and its Original Dollar AmountLender.
(c) Borrower may only submit Disbursement Requests, and (iv) Lender will only accept Disbursement Requests and make Disbursements, during the Availability Period. Borrower may request Disbursements, each in the case minimum amount of each Eurocurrency Advance, the length of the initial Interest Period therefor. Each borrowing shall be in Dollars or a Foreign Syndicated Currency the amounts of which shall be (a) (if less than the Aggregate Available Revolving Credit Commitments) equal to or greater than $1,000,000 and in integral multiples each being an multiple of $500,000 thereafter 250,000.
(or, if the Advance is to be denominated in a Foreign Syndicated Currency, such comparable and convenient amount thereof as the Agent may from time to time specifyd) or (b) equal to the amount of the Aggregate Available Revolving Credit Commitments. Upon receipt of any such notice from the Company relating Disbursement Request by Lender, subject to a Revolving Credit Advancethe satisfaction of the conditions precedent set forth in Section 6 hereof and the requirements set forth in this Section 2.3, the Agent shall promptly notify the Lenders. Not later than 1:00 P.M., local time at the Agent’s funding office for the Company, on the requested Borrowing Date, each Lender shall make an available to Borrower the requested amount equal as provided in the Disbursement Request to its Pro Rata Share Borrower's Account on the date proposed by Borrower in the Disbursement Request, provided that if the proposed Disbursement date is not a Banking Day or does not fall at least 15 Banking Days after receipt of the principal amount Disbursement Request by Lender, Lender shall pay the Disbursement on the next Banking Day following the proposed Disbursement date that is at least 15 Banking Days after the date of each Revolving Credit Advance requested to be made on such Borrowing Date available to receipt by Lender of the Agent at the Agent’s funding office for the Company specified by the Agent from time to time by notice to the Lenders and in immediately available or other same day funds customarily used for settlement in Dollars or in the relevant Foreign Syndicated Currency (as the case may be). The amounts made available by each Lender will then be made available to the Company at the funding office for the Company and in like funds as received by the AgentDisbursement Request.
Appears in 1 contract
Samples: Loan Agreement (Amax Gold Inc)
Procedures for Borrowing. (a) The Company may borrow under the Commitments from time to time prior Subject to the Facility Termination Date conditions set forth in this Section 2.3, in order to request a Disbursement under this Agreement, Borrower shall submit to Lender a Disbursement Request substantially in the form attached hereto as Exhibit A on any Business Day. The Foreign Subsidiary Borrowers may borrow under Banking Day during the Alternate Currency Commitments from time to time prior to Availability Period specifying in accordance with the Facility Termination Date on any Business Dayterms of this Agreement (i) the principal amount and (ii) the proposed date of Disbursement.
(b) (i) The Company may from time to time request the making of a Revolving Credit Advance by giving irrevocable notice (a “Borrowing Notice”) to the Agent (which notice Each Disbursement Request must be received by the Agent prior to 10:00 A.M., local time of the Applicable Lending Installation of the Agent, on the same Business Day of the Borrowing Date of each Floating Rate Advance and not less than three Business Lender at least 3 banking Days prior to the requested Borrowing Date proposed date of each Eurocurrency Advance) specifying in each case (i) the amount to be borrowed, (ii) the requested Borrowing Date (which Disbursement. A Disbursement Request shall be a Business Day), (iii) the currency in which effective upon receipt of such Loan request by Lender and shall be denominated irrevocable by Borrower as of that date unless otherwise agreed upon by Borrower and its Original Dollar AmountLender.
(c) Borrower may only submit Disbursement Requests, and (iv) Lender will only accept Disbursement Requests and make Disbursements, during the Availability Period. Borrower may request Disbursements, each in the case minimum amount of each Eurocurrency Advance, the length of the initial Interest Period therefor. Each borrowing shall be in Dollars or a Foreign Syndicated Currency the amounts of which shall be (a) (if less than the Aggregate Available Revolving Credit Commitments) equal to or greater than $1,000,000 and in integral multiples each being an multiple of $500,000 thereafter 250,000.
(or, if the Advance is to be denominated in a Foreign Syndicated Currency, such comparable and convenient amount thereof as the Agent may from time to time specifyd) or (b) equal to the amount of the Aggregate Available Revolving Credit Commitments. Upon receipt of any such notice from the Company relating Disbursement Request by Lender, subject to a Revolving Credit Advancethe satisfaction of the conditions precedent set forth in Section 6 hereof and the requirements set forth in this Section 2.3, the Agent shall promptly notify the Lenders. Not later than 1:00 P.M., local time at the Agent’s funding office for the Company, on the requested Borrowing Date, each Lender shall make an available to Borrower the requested amount equal as provided in the Disbursement Request to its Pro Rata Share Borrower's Account on the date proposed by Borrower in the Disbursement Request, provided that if the proposed Disbursement date is not a Banking Day or does not fall at least 15 Banking Days after receipt of the principal amount Disbursement Request by Lender, Lender shall pay the Disbursement on the next Banking Day following the proposed Disbursement date that is at least 15 Banking Days after the date of each Revolving Credit Advance requested to be made on such Borrowing Date available to receipt by Lender of the Agent at the Agent’s funding office for the Company specified by the Agent from time to time by notice to the Lenders and in immediately available or other same day funds customarily used for settlement in Dollars or in the relevant Foreign Syndicated Currency (as the case may be). The amounts made available by each Lender will then be made available to the Company at the funding office for the Company and in like funds as received by the AgentDisbursement Request.
Appears in 1 contract
Samples: Loan Agreement (Amax Gold Inc)
Procedures for Borrowing. (a) The Company may borrow under the Commitments from time to time prior Subject to the Facility Termination Date on any Business Day. The Foreign Subsidiary Borrowers may borrow under the Alternate Currency Commitments from time prior satisfaction of all other applicable conditions to time prior to the Facility Termination Date on any Business Day.
(b) (i) The Company may from time to time request the making of an Advance set forth in this Agreement, an Advance shall be made upon Borrower’s irrevocable written notice delivered to Bank by electronic mail in the form of a Revolving Credit Advance Notice of Borrowing executed by giving irrevocable notice (a “an Authorized Signer or without instructions if any Advances is necessary to meet Obligations which have become due. Such Notice of Borrowing Notice”) to the Agent (which notice must be received by the Agent Bank prior to 10:00 A.M.12:00 p.m. Pacific time, local time of the Applicable Lending Installation of the Agent, on the same Business Day of the Borrowing Date of each Floating Rate Advance and not less than (i) at least three (3) Business Days prior to the requested Borrowing Date of each Eurocurrency Advance) specifying in each case (i) the amount to be borrowedFunding Date, (ii) the requested Borrowing Date (which shall be a Business Day), (iii) the currency in which such Loan shall be denominated and its Original Dollar Amount, and (iv) in the case of each Eurocurrency any LIBOR Advance, and (ii) on the length requested Funding Date, in the case of a Prime Rate Advance, specifying: (1) the amount of the initial Interest Period therefor. Each borrowing Advance; (2) the Currency in which such Advance shall be in Dollars or a Foreign Syndicated Currency denominated; (3) the amounts of which shall be requested Funding Date; (a4) (if less than the Aggregate Available Revolving Credit Commitments) equal to or greater than $1,000,000 and in integral multiples of $500,000 thereafter (or, if whether the Advance is to be denominated comprised of LIBOR Advances or Prime Rate Advances (provided, however, that during any Off-Streamline Period, Borrower shall only request, and Bank shall only be obligated to make, Prime Rate Advances); and (5) the duration of the Interest Period applicable to any such LIBOR Advances included in a Foreign Syndicated Currencysuch notice; provided that if the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Advance comprised of LIBOR Advances, such comparable Interest Period shall be one (1) month. In addition to such Notice of Borrowing, Borrower must promptly deliver to Bank by electronic mail a completed Transaction Report executed by an Authorized Signer together with such other reports and convenient amount thereof information, including without limitation, sales journals, cash receipts journals, accounts receivable aging reports, as the Agent Bank may from time to time specify) or request in its sole discretion.
(b) equal On the Funding Date, Bank shall credit proceeds of an Advance to the amount Designated Deposit Account denominated in the same Currency as the Currency requested with respect to the Advance and, subsequently, shall transfer such proceeds by wire transfer to such other account as Borrower may instruct in the Notice of the Aggregate Available Revolving Credit CommitmentsBorrowing. Upon receipt of No Advances shall be deemed made to Borrower, and no interest shall accrue on any such notice from the Company relating to a Revolving Credit Advance, until the Agent shall promptly notify the Lenders. Not later than 1:00 P.M., local time at the Agent’s funding office for the Company, on the requested Borrowing Date, each Lender shall make an amount equal to its Pro Rata Share of the principal amount of each Revolving Credit Advance requested to be made on such Borrowing Date available to the Agent at the Agent’s funding office for the Company specified by the Agent from time to time by notice to the Lenders and in immediately available or other same day related funds customarily used for settlement in Dollars or have been deposited in the relevant Foreign Syndicated Currency (as the case may be). The amounts made available by each Lender will then be made available to the Company at the funding office for the Company and in like funds as received by the Agentapplicable Designated Deposit Account.
Appears in 1 contract
Samples: Loan and Security Agreement (Electro Scientific Industries Inc)
Procedures for Borrowing. Subject to the prior satisfaction of all other applicable conditions to the making of an Advance set forth in this Agreement, to obtain an Advance, Borrower shall give the Administrative Agent written notice substantially in the form of the Payment/Advance Form by 12:00 noon New York time on the date which is (a) The Company may borrow under the Commitments from time to time prior to the Facility Termination Date on any Business Day. The Foreign Subsidiary Borrowers may borrow under the Alternate Currency Commitments from time to time prior to the Facility Termination Date on any Business Day.
three (b3) (i) The Company may from time to time request the making of a Revolving Credit Advance by giving irrevocable notice (a “Borrowing Notice”) to the Agent (which notice must be received by the Agent prior to 10:00 A.M., local time of the Applicable Lending Installation of the Agent, on the same Business Day of the Borrowing Date of each Floating Rate Advance and not less than three Business Days prior to the requested Borrowing Funding Date of each Eurocurrency Advancethe Advance (or such period shorter than three (3) specifying in each case (i) Business Days as may be agreed by the amount to be borrowed, (ii) the requested Borrowing Date (which shall be a Business DayAdministrative Agent), (iii) the currency in which such Loan shall be denominated and its Original Dollar Amount, and (iv) in the case of each Eurocurrency the initial Revolving Advance to be made on the Effective Date and the Term Advance to be made on the Second Amendment Effective Date and (b) fifteen (15) Business Days prior to the Funding Date of the Advance, in the length case of all other Revolving Advances. The Payment/Advance Form shall be executed by a Responsible Officer or his or her designee, and shall specify (a) the principal amount of the proposed Advance, (b) (which, in the case of the Term Advance on the Second Amendment Effective Date, shall be the full amount of the available Total Term Commitment), (b) whether such Advance is requested to be a Revolving Advance or the Term Advance; provided that the Term Advance shall be requested on the Second Amendment Effective Date and not thereafter, (c) whether the Advance is requested to be a Reference Rate Advance or a LIBOR Rate Advance and, in the case of a LIBOR Rate Advance, the initial Interest Period thereforwith respect thereto, (cd) wire instructions for the account of Borrower into which such funds should be deposited, and (de) the proposed Funding Date, which must be a Business Day and, with respect to the Term Advance, must be the Second Amendment Effective Date. If the Payment/Advance Form requests a LIBOR Rate Advance and fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month. The Secured Parties may act without liability upon the basis of written, emailed or telecopied notice believed in good faith by such Secured Party to be from Borrower (or from any Responsible Officer thereof). The Secured Parties shall be entitled to rely conclusively on any Responsible Officer’s authority to request an Advance on behalf of Borrower until the Administrative Agent receives written notice to the contrary. The Secured Parties shall have no duty to verify the authenticity of the signature appearing on any Payment/Advance Form. Each Payment/Advance Form pursuant to this Section 2.11(a) shall be irrevocable and Borrower shall be bound to make a borrowing in accordance therewith. Each Revolving Advance shall be made in a minimum amount of Five Hundred Thousand Dollars ($500,000) and shall be in an integral multiple of One Hundred Thousand Dollars ($100,000).
(i) Except as otherwise provided in this Section 2.11(b), all Advances under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares of the Total Revolving Commitment or the Total Term Commitment, as the case may be, it being understood that no Lender shall be responsible for any default by any other Lender in that other Lender’s obligations to make an Advance requested hereunder, nor shall the Commitment of any Lender be increased or decreased as a Foreign Syndicated Currency result of the default by any other Lender in that other Lender’s obligation to make an Advance requested hereunder, and each Lender shall be obligated to make the Advances required to be made by it by the terms of this Agreement regardless of the failure by any other Lender. Not later than 3:00 p.m., New York City time, on the borrowing date, each Lender shall make available to the Administrative Agent to the Administrative Agent’s Account an amount in immediately available funds equal to the Term Advance or Revolving Advance to be made by such Lender. Upon receipt of all requested funds, the Administrative Agent shall deliver to the account of Borrower specified in the Payment/Advance Form the aggregate of the amounts made available to the Administrative Agent by the Lenders in immediately available funds.
(ii) Notwithstanding any other provision of which this Agreement, and in order to reduce the number of fund transfers among Borrower, the Agents and the Lenders, Borrower, the Agents and the Lenders agree that the Administrative Agent may (but shall not be obligated to), and Borrower and the Lenders hereby irrevocably authorize the Administrative Agent to, fund, on behalf of the Revolving Lenders, Revolving Advances pursuant to Section 2.1.1(a), subject to the procedures for settlement set forth in Section 2.11(c); provided, however, that (A) the Administrative Agent shall in no event fund any such Revolving Advances if the Administrative Agent shall have received written notice from the Collateral Agent or the Required Lenders on the Business Day prior to the date of the proposed Revolving Advance that one or more of the conditions precedent contained in Section 3 will not be satisfied at the time of the proposed Revolving Advance, and (B) the Administrative Agent shall not otherwise be required to determine that, or take notice whether, the conditions precedent in Section 3 have been satisfied. If Borrower gives a Payment/Advance Form requesting axx Revolving Advance and the Administrative Agent elects not to fund such Revolving Advance on behalf of the Revolving Lenders, then promptly after receipt of the Payment/Advance Form requesting such Revolving Advance, the Administrative Agent shall notify each Revolving Lender of the specifics of the requested Advance and that it will not fund the requested Revolving Advance on behalf of the Revolving Lenders. If the Administrative Agent notifies the Revolving Lenders that it will not fund a requested Revolving Advance on behalf of the Revolving Lenders, each Revolving Lender shall make its Pro Rata Share of the Revolving Advance available to the Administrative Agent, in immediately available funds, in the Administrative Agent’s Account no later than 3:00 p.m. (New York City time) (provided that the Administrative Agent requests payment from such Revolving Lender not later than 1:00 p.m. (New York City time)) on the date of the proposed Revolving Advance. The Administrative Agent will make the proceeds of such Revolving Advances available to Borrower on the day of the proposed Revolving Advance by causing an amount, in immediately available funds, equal to the proceeds of all such Revolving Advances received by the Administrative Agent in the Administrative Agent’s Account or the amount funded by the Administrative Agent on behalf of the Revolving Lenders to be deposited in an account designated by Borrower.
(iii) If the Administrative Agent has notified the Lenders that the Administrative Agent, on behalf of the Revolving Lenders, will not fund a particular Revolving Advance pursuant to Section 2.11(b)(ii), the Administrative Agent may assume that each such Revolving Lender has made such amount available to the Administrative Agent on such day and the Administrative Agent, in its sole discretion, may, but shall not be obligated to, cause a corresponding amount to be made available to Borrower on such day. If the Administrative Agent makes such corresponding amount available to Borrower and such corresponding amount is not in fact made available to the Administrative Agent by any such Revolving Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Revolving Lender together with interest thereon, for each day from the date such payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for three (a3) Business Days and thereafter at the Reference Rate. During the period in which such Revolving Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the amount so advanced by the Administrative Agent to Borrower shall, for all purposes hereof, be axx Revolving Advance made by the Administrative Agent for its own account. Upon any such failure by a Revolving Lender to pay the Administrative Agent, the Administrative Agent shall promptly thereafter notify Borrower of such failure and Borrower shall immediately pay such corresponding amount to the Administrative Agent for its own account.
(if less than iv) Nothing in this Section 2.11(b) shall be deemed to relieve any Revolving Lender from its obligations to fulfill its Revolving Commitment hereunder or to prejudice any rights that the Aggregate Available Administrative Agent or Borrower may have against any Lender as a result of any default by such Lender hereunder.
(i) With respect to all periods for which the Administrative Agent has funded Revolving Credit Commitments) equal Advances pursuant to Section 2.11(b), on Friday of each week, or greater than $1,000,000 and in integral multiples of $500,000 thereafter (or, if the Advance applicable Friday is to be denominated in not a Foreign Syndicated CurrencyBusiness Day, then on the following Business Day, or such comparable and convenient amount thereof shorter period as the Administrative Agent may from time to time specify) select (any such week or shorter period being herein called a “Settlement Period”), the Administrative Agent shall notify each Revolving Lender of the unpaid principal amount of the Revolving Advances outstanding as of the last day of each such Settlement Period. In the event that such amount is greater than the unpaid principal amount of the Revolving Advances outstanding on the last day of the Settlement Period immediately preceding such Settlement Period (b) equal to or, if there has been no preceding Settlement Period, the amount of the Aggregate Available Revolving Credit CommitmentsAdvances made on the date of such Revolving Lender’s initial funding), each Revolving Lender shall promptly (and in any event not later than 2:00 p.m. (New York City time) if the Administrative Agent requests payment from such Revolving Lender not later than 12:00 noon (New York City time) on such day) make available to the Administrative Agent its Pro Rata Share of the difference in immediately available funds. Upon receipt of any In the event that such notice from the Company relating to a Revolving Credit Advanceamount is less than such unpaid principal amount, the Administrative Agent shall promptly notify pay over to each Revolving Lender its Pro Rata Share of the Lendersdifference in immediately available funds. Not later than 1:00 P.M.In addition, local if the Administrative Agent shall so request at any time at when a Default or an Event of Default shall have occurred and be continuing, or any other event shall have occurred as a result of which the Agent’s funding office Administrative Agent shall determine that it is desirable to present claims against Borrower for the Company, on the requested Borrowing Daterepayment, each Revolving Lender shall make promptly remit to the Administrative Agent or, as the case may be, the Administrative Agent shall promptly remit to each Revolving Lender, sufficient funds to adjust the interests of the Revolving Lenders in the then outstanding Revolving Advances to such an amount extent that, after giving effect to such adjustment, each such Revolving Lender’s interest in the then outstanding Revolving Advances will be equal to its Pro Rata Share thereof. The obligations of the principal amount Administrative Agent and each Lender under this Section 2.11(c) shall be absolute and unconditional. Each Revolving Lender shall only be entitled to receive interest on its Pro Rata Share of each the Revolving Credit Advance requested Advances which have been funded by such Revolving Lender.
(ii) In the event that any Revolving Lender fails to make any payment required to be made by it pursuant to Section 2.11(c)(i), the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Borrowing Date available Revolving Lender together with interest thereon, for each day from the date such payment was due until the date such amount is paid to the Agent Administrative Agent, at the Federal Funds Rate for three (3) Business Days and thereafter at the Reference Rate. During the period in which such Revolving Lender has not paid such corresponding amount to the Administrative Agent’s funding office for , notwithstanding anything to the Company specified contrary contained in this Agreement or any other Loan Document, the amount so advanced by the Administrative Agent from time to time Borrower shall, for all purposes hereof, be axx Revolving Advance made by notice the Administrative Agent for its own account. Upon any such failure by a Revolving Lender to pay the Administrative Agent, the Administrative Agent shall promptly thereafter notify Borrower of such failure and Borrower shall immediately pay such corresponding amount to the Lenders and Administrative Agent for its own account. Nothing in immediately available this Section 2.11(c)(ii) shall be deemed to relieve any Revolving Lender from its obligation to fulfill its Revolving Commitment hereunder or other same day funds customarily used for settlement in Dollars to prejudice any rights that the Administrative Agent or in the relevant Foreign Syndicated Currency (Borrower may have against any Revolving Lender as the case may be). The amounts made available a result of any default by each such Revolving Lender will then be made available to the Company at the funding office for the Company and in like funds as received by the Agenthereunder.
Appears in 1 contract
Samples: Loan and Guaranty Agreement (Safeguard Scientifics Inc)
Procedures for Borrowing. (a) The Company may borrow under the Commitments from time to time prior Subject to the Facility Termination Date on any Business Day. The Foreign Subsidiary Borrowers may borrow under the Alternate Currency Commitments from time prior satisfaction of all other applicable conditions to time prior to the Facility Termination Date on any Business Day.
(b) (i) The Company may from time to time request the making of a Revolving Credit an Advance set forth in this Agreement, to obtain an Advance, Borrower (via an individual duly authorized by giving irrevocable notice (a “Borrowing Notice”an Administrator) to the Agent shall notify Bank (which notice must shall be received irrevocable) by electronic mail by 12:00 p.m. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WHERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Eastern time on the Agent prior to 10:00 A.M., local time Funding Date of the Applicable Lending Installation of the Agent, on the same Business Day of the Borrowing Date of each Floating Rate Advance and not less than three Business Days prior to the requested Borrowing Date of each Eurocurrency Advance) specifying in each case (i) the amount to be borrowed, (ii) the requested Borrowing Date (which . Such notice shall be a Business Day)made by Borrower through Bank’s online banking program, (iii) the currency in which provided, however, if Borrower is not utilizing Bank’s online banking program, then such Loan shall be denominated and its Original Dollar Amount, and (iv) in the case of each Eurocurrency Advance, the length of the initial Interest Period therefor. Each borrowing notice shall be in Dollars a written format acceptable to Bank that is executed by an Authorized Signer. Bank shall have received satisfactory evidence that the Board has approved that such Authorized Signer may provide such notices and request Advances. In connection with any such notification, Borrower must promptly deliver to Bank by electronic mail or a Foreign Syndicated Currency through Bank’s online banking program such reports and information, including without limitation, sales journals, cash receipts journals, accounts receivable aging reports, as Bank may reasonably request. Bank shall credit proceeds of an Advance to the amounts of which shall be (a) (if less than the Aggregate Available Revolving Credit Commitments) equal to Designated Deposit Account. Bank may make Advances under this Agreement based on instructions from an Authorized Signer or greater than $1,000,000 and in integral multiples of $500,000 thereafter (or, without instructions if the Advance is Advances are necessary to be denominated in a Foreign Syndicated Currency, such comparable and convenient amount thereof as the Agent may from time to time specify) or (b) equal to the amount of the Aggregate Available Revolving Credit Commitments. Upon receipt of any such notice from the Company relating to a Revolving Credit Advance, the Agent shall promptly notify the Lenders. Not later than 1:00 P.M., local time at the Agent’s funding office for the Company, on the requested Borrowing Date, each Lender shall make an amount equal to its Pro Rata Share of the principal amount of each Revolving Credit Advance requested to be made on such Borrowing Date available to the Agent at the Agent’s funding office for the Company specified by the Agent from time to time by notice to the Lenders and in immediately available or other same day funds customarily used for settlement in Dollars or in the relevant Foreign Syndicated Currency (as the case may be). The amounts made available by each Lender will then be made available to the Company at the funding office for the Company and in like funds as received by the Agentmeet Obligations which have become due.
Appears in 1 contract
Samples: Loan and Security Agreement (Keryx Biopharmaceuticals Inc)
Procedures for Borrowing. (a) The Company may borrow under the Commitments from time Subject to time prior Section 3.5(b) and to the Facility Termination Date prior satisfaction of all other applicable conditions to the making of an Advance set forth in this Agreement, each Advance shall be made upon Borrower’s irrevocable written notice delivered to HSBC in the form of a Notice of Borrowing, each executed by a Responsible Officer of Borrower or his or her designee or without instructions if the Advances are necessary to meet Obligations which have become due. HSBC may rely on any Business Daytelephone notice given by a person whom HSBC believes is a Responsible Officer or designee. The Foreign Subsidiary Borrowers may borrow under the Alternate Currency Commitments from time Borrower will indemnify HSBC for any loss HSBC suffers due to time prior to the Facility Termination Date on any Business Daysuch reliance.
(b) Notwithstanding the foregoing, HSBC shall monitor daily balances in the Designated Deposit Account and presentment amounts for disbursement account number 797046844 maintained at HSBC (ithe “Disbursement Account”). If HSBC determines that funds in the Designated Deposit Account are insufficient to pay the amount of the items presented for that day in the Disbursement Account and to maintain the Imprest Balance in the Designated Deposit Account, Borrower shall be deemed to have made a request for an Advance to be maintained as a Base Rate Advance as of such date in the amount of such shortfall, such Advance to be deposited in the Designated Deposit Account or the Disbursement Account, as appropriate. In addition, any amount required to be paid as interest hereunder, or as fees or other charges under this Agreement or any other agreement with HSBC, or with respect to any other Obligation, which shall become due, shall be deemed a request for an Advance to be maintained as a Base Rate Advance as of the date such payment is due, in the amount required to pay in full such interest, fee, charge or Obligation under this Agreement, or any other agreement with HSBC and such request shall be irrevocable.
(c) The Company may from time Excluding Advances that have been deemed to time request have been requested under Section 3.5(b) (which shall not require the making delivery of a Revolving Credit Advance by giving irrevocable notice (a “Notice of Borrowing), each Notice of Borrowing Notice”) to the Agent (which notice must be received by the Agent HSBC prior to 10:00 A.M., local time of the Applicable Lending Installation of the Agent11:00 AM (New York time), on the same Business Day of the Borrowing Date of each Floating Rate Advance and not less than three Business Days prior to the requested Borrowing Date of each Eurocurrency Advance) specifying in each case Funding Date, specifying: (i1) the amount to be borrowed, (ii) the requested Borrowing Date (which shall be a Business Day), (iii) the currency in which such Loan shall be denominated and its Original Dollar Amount, and (iv) in the case of each Eurocurrency Advance, the length of the initial Interest Period therefor. Each borrowing Advance which, for LIBORSOFR Rate Advances, shall be in Dollars or a Foreign Syndicated Currency the amounts minimum amount of which shall be (a) (if less than the Aggregate Available Revolving Credit Commitments) equal to or greater than $1,000,000 500,000 and in integral multiples of $500,000 thereafter 100,000 in excess thereof; (or2) the requested Funding Date; (3) if the Advance shall be transferred to the Designated Deposit Account or to another account set forth in the Notice of Borrowing, if and (4) whether the Advance is to be denominated comprised of LIBORSOFR Rate Advances or Base Rate Advances. Interest Periods for LIBORSOFR Rate Advances shall be for one month. No LIBORSOFR Rate Advance shall be made available to Borrower during the continuance of a Default or an Event of Default. After giving effect to each such borrowing, there shall not be outstanding more than three (3) LIBORSOFR Rate Advances, in the aggregate at any time. HSBC shall provide Borrower with a Foreign Syndicated Currencyquote of the actual interest rate available for the LIBORSOFR Rate Advance requested by Borrower, which quote shall be given on the day such comparable LIBORSOFR Rate Advance is requested and convenient amount thereof such quote shall be effective from the day provided by HSBC until one (1) Business Day thereafter.
(d) Except as the Agent may from time to time specify) or provided in sub-clause (b) equal to the amount of the Aggregate Available Revolving Credit Commitments. Upon receipt of any such notice from the Company relating to a Revolving Credit Advancethis Section 3.5, the Agent shall promptly notify the Lenders. Not later than 1:00 P.M., local time at the Agent’s funding office for the Company, on the requested Borrowing Date, each Lender shall make an amount equal to its Pro Rata Share proceeds of the principal amount of each Revolving Credit Advance requested to be made on all such Borrowing Date available to the Agent at the Agent’s funding office for the Company specified by the Agent from time to time by notice to the Lenders and in immediately available or other same day funds customarily used for settlement in Dollars or in the relevant Foreign Syndicated Currency (as the case may be). The amounts made available by each Lender Advances will then be made available to Borrower on the Company Funding Date by HSBC by transfer to the Designated Deposit Account and, subsequently, by wire transfer to such other account as Borrower may instruct in the Notice of Borrowing.
(e) Notwithstanding anything to the contrary contained herein, HSBC shall not be required to purchase United States Dollar deposits in the London interbank market or other applicable LIBOR Rate market to fund any LIBOR Rate Advances, but the provisions hereof shall be deemed to apply as if HSBC had purchased such deposits to fund the LIBOR Rate Advances[Reserved].
(f) Each Interest Period of a LIBORSOFR Rate Advance shall commence on the date such LIBORSOFR Rate Advance is made and shall be for a period of one-month or three-months, provided that the exact length of each Interest Period shall be determined in accordance with themarket practice of the interbank market for offshore Dollar deposits and no Interest Period shall end after the Revolving Line Maturity Date.
(g) Provided that no Event of Default shall have occurred and be continuing, Borrower, may, on the last Business Day of the then current Interest Period applicable to any outstanding LIBORSOFR Rate Advance, or on any Business Day with respect to Base Rate Advances, convert any such advance into an advance of another type in the same aggregate principal amount provided that any conversion of a LIBORSOFR Rate Advance shall be made only on the last Business Day of the then current Interest Period applicable to such LIBORSOFR Rate Advance. If Borrower desires to convert an advance, Borrower shall give HSBC a Notice of Conversion by no later than 11:00 AM (New York time)
(i) on the day which such conversion is to occur with respect to a conversion from a Base Rate Advance to a LIBORSOFR Rate Advance, or (ii) on the day which such conversion is to occur with respect to a conversion from a LIBORSOFR Rate Advance to a Base Rate Advance, specifying, in each case, the date of such conversion and the loans to be converted.
(h) At its option and upon written notice given prior to 11:00 AM (New York time) on the date of such prepayment, Borrower may prepay the LIBORSOFR Rate Advances in whole at any time or in part from time to time, together with amounts which may be owed to HSBC pursuant to Section 3.5(i)), and with accrued interest on the funding principal being prepaid to the date of such repayment. Borrower shall specify the date of prepayment of LIBORSOFR Rate Advances and the amount of such prepayment. In the event that any prepayment of a LIBORSOFR Rate Advance is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, Borrower shall indemnify HSBC therefor in accordance with Section 3.5(i).
(i) Borrower shall indemnify HSBC and hold HSBC harmless from and against any and all losses or expenses that HSBC may sustain or incur as a consequence of any prepaymentIn the event that (i) any payment of a SOFR Rate Advance is required, made or permitted on a date other than the last day of the then current Interest Period applicable thereto (including upon demand by Lender), (ii) the conversion of or any default by Borrower in the payment of the principal of or interest on any LIBORSOFR Rate Advance other than on the last day of the Interest Period applicable thereto, or (iii)the failure by Borrower to complete a borrowing of, a prepayment of or conversion of or to a LIBORconvert, continue, borrow or prepay any SOFR Rate Advance afteron the date specified in any notice thereof has been givendelivered pursuant hereto, then, in any such event, the Borrower shall compensate the Lender for any loss, cost and expense attributable to such event, including, but not limited to, any interest payable by HSBC to lenders of funds obtained by it in order to make or maintain its LIBOR Rate Advance hereunderloss, cost or expense arising from the liquidation or redeployment of funds. A certificate as toof the Lender delivered to the Borrower and setting forth any additionalamount or amounts payablethat the Lender is entitled to receive pursuant to the foregoing sentence submitted by HSBC to Borrowerthis paragraph shall be conclusive absent manifest error. The Borrower shall pay the Lender the amount shown as due on any such certificate upon demand.
(j) Notwithstanding any other provision hereof, if any Requirement of Law, treaty, regulation or directive, or any change therein or in the interpretation or application thereof, shall make it unlawful for HSBC (for purposes of this Section 3.5(j), “HSBC” shall include the office or branch where HSBC or any corporation or bank controlling HSBC makes or maintains any LIBORSOFR Rate Advances) to make or maintain its LIBORSOFR Rate Advances, the obligation of HSBC to make LIBORSOFR Rate Advances hereunder shall forthwith be cancelled and Borrower shall, if any affected LIBORSOFR Rate Advances are then outstanding, promptly upon request from HSBC, either pay all such affected LIBORSOFR Rate Advances or convert such affected LIBORSOFR Rate Advances into Base Rate Advances. If any such payment or conversion of any LIBORSOFR Rate Advances is made on a day that is not the last day of the Interest Period applicable to such LIBORSOFR Rate Advances, Borrower shall pay HSBC, upon HSBC’s request, such amount or amounts as may be necessary to compensate HSBC for any loss or expense sustained or incurred by HSBC in respect of such LIBORSOFR Rate Advance as a result of such payment or conversion, including (but not limited to) any interest or other amounts payable by HSBC to lenders of funds obtained by HSBC in order to make or maintain such LIBORSOFR Rate Advance. A certificate as to any additional amounts payable pursuant to the Company and in like funds as received foregoing sentence submitted by the AgentHSBC to Borrower shall be conclusive absent manifest error.
Appears in 1 contract
Procedures for Borrowing. The procedures for borrowing under this Section 2.1C shall be as follows:
(a) The Company may borrow under the Commitments from time to time Any such borrowing prior to the Facility Termination scheduled Expiration Date on any Business Day. The Foreign Subsidiary Borrowers may borrow under shall be made pro-rata among the Alternate Currency Commitments from time to time prior Banks and shall be made upon the Company's written notice to the Facility Termination Date on any Business Day.
(b) (i) The Company may from time to time request the making of a Revolving Credit Advance by giving irrevocable notice (a “Borrowing Notice”) to the Administrative Agent (which notice must be received by the Administrative Agent prior to 10:00 A.M., local 11:00 a.m. New York time of the Applicable Lending Installation of the Agent, on the same Business Day of the Borrowing Date of each Floating Rate Advance and not less than three Business (3) London Banking Days prior to the requested Borrowing Date borrowing date in the event of a LIBOR Loan and by 11:00 a.m. New York time on the same Banking Day of the proposed date of such borrowing in the event of an Alternate Base Rate Loan. Such notice shall specify:
(1) the amount of the borrowing;
(2) the requested borrowing date which shall be a Banking Day; and
(3) the type of Loan(s) comprising the borrowing; and
(4) the duration of the LIBOR Interest Period for any LIBOR Loan(s) and the maturity date of any Alternate Base Rate Loan(s).
(b) The Administrative Agent shall promptly notify each Eurocurrency Advance) specifying in each case Bank of (i) its receipt of each of the amount to be borrowedCompany's notice of borrowing, (ii) the requested Borrowing Date (which shall be a Business Day), amount of each Bank's pro-rata share of such borrowing; and (iii) the currency in name of the Company's bank, the Company's account number and American Banking Association routing number of the bank at which the Company's account is maintained and to which such pro-rata shares shall be routed.
(c) Each Bank's pro-rata share of each Term Loan shall be denominated and its Original Dollar Amount, and (iv) in delivered by each such Bank to the case of each Eurocurrency Advance, Company not later than 3:00 p.m. New York time on the length 13 last day of the initial Interest Period therefor. Each borrowing shall be notice period set forth herein, time being of the essence, in immediately available Dollars or a Foreign Syndicated Currency by wire transfer to an account of the amounts of which shall be (a) (if less than Company designated by the Aggregate Available Revolving Credit Commitments) equal to or greater than $1,000,000 and in integral multiples of $500,000 thereafter (orCompany, if the Advance is to be denominated in a Foreign Syndicated Currency, such comparable and convenient amount thereof as the Agent may from time to time specify) or (b) equal in writing to the amount Administrative Agent, with the account number and American Banking Association routing number of the Aggregate Available Revolving Credit Commitmentsbank at which such account is maintained. Upon receipt of any such notice from the Company relating to a Revolving Credit Advance, the Agent shall promptly notify the Lenders. Not later than 1:00 P.M., local time at the Agent’s funding office for the Company, on the requested Borrowing Date, each Lender shall make an amount equal to its Pro Rata Share of the principal amount of each Revolving Credit Advance requested Any borrowing under this Section 2.1C(iii) which is to be made on such Borrowing Date available or subsequent to the Agent at scheduled Expiration Date (during any extension hereof) shall not be pro-rata among the Agent’s funding office for the Company specified by the Agent from time to time by notice to the Lenders and in immediately available or other same day funds customarily used for settlement in Dollars or in the relevant Foreign Syndicated Currency (as the case may be). The amounts made available by each Lender will then be made available to the Company at the funding office for the Company and in like funds as received by the AgentBanks.
Appears in 1 contract
Samples: Five Year Revolving Credit Agreement (Sherwin Williams Co)
Procedures for Borrowing. Subject to the prior satisfaction of all other applicable conditions to the making of each Term Loan set forth in this Agreement, to obtain any Term Loan, Borrower shall deliver to the Collateral Agent and Lenders by electronic mail or facsimile a completed Advance Request Form for such Term Loan executed by a Responsible Officer of Borrower (which notice shall be irrevocable on and after the date on which such notice is given and Borrower shall be bound to make a borrowing in accordance therewith), in which case each Lender agrees to advance its Applicable Percentage of such Term Loan to Borrower on the Tranche A Closing Date, Tranche B Closing Date, Tranche C Closing Date or Tranche D Closing Date, as applicable, by wire transfer of same day funds in Dollars, to such account(s) in the United States as may be designated in writing to the Collateral Agent by Borrower prior to the Tranche A Closing Date, Tranche B Closing Date, Tranche C Closing Date or Tranche D Closing Date, as applicable; provided, however, that, with respect to the Tranche B Loan, Borrower shall deliver to the Collateral Agent and Lenders by electronic mail or facsimile such completed Advance Request Form no later than June 30, 2025; provided, further, that, with respect to the Tranche C Loan, Borrower shall deliver to the Collateral Agent and Lenders by electronic mail or facsimile, at its option should it wish to obtain the Tranche C Loan, such completed Advance Request Form no earlier than the date on which the conditions precedent set forth in Section 3.3(h) have been satisfied and no later than December 31, 2025; provided, finally, that, with respect to the Tranche D Loan, Borrower shall
1. Due Organization, Existence, Power and Authority. Parent and each of its Subsidiaries, including Borrower, (a) The Company may borrow is duly incorporated, organized or formed, and validly existing and, where applicable, in good standing under the Commitments from time to time prior to laws of its jurisdiction of incorporation, organization or formation identified on Schedule 4.15 of the Facility Termination Date on any Business Day. The Foreign Subsidiary Borrowers may borrow under the Alternate Currency Commitments from time to time prior to the Facility Termination Date on any Business Day.
Disclosure Letter, (b) has all requisite power and authority to (i) The Company may from time own, lease, license and operate its assets and properties and to time request carry on its business as currently conducted and (ii) execute and deliver the making of Loan Documents to which it is a Revolving Credit Advance by giving irrevocable notice party and to perform its obligations thereunder and otherwise carry out the transactions contemplated thereby, (a “Borrowing Notice”c) to is duly qualified and, where applicable, in good standing under the Agent (which notice must be received by the Agent prior to 10:00 A.M., local time of the Applicable Lending Installation of the Agent, on the same Business Day of the Borrowing Date laws of each Floating Rate Advance jurisdiction where its ownership, lease, license or operation of assets or properties or the conduct of its business requires such qualification, and not less than three Business Days prior (d) has all requisite Governmental Approvals to the requested Borrowing Date of each Eurocurrency Advance) specifying operate its business as currently conducted; except in each case (i) the amount referred to be borrowed, (ii) the requested Borrowing Date (which shall be a Business Day), (iii) the currency in which such Loan shall be denominated and its Original Dollar Amount, and (iv) in the case of each Eurocurrency Advance, the length of the initial Interest Period therefor. Each borrowing shall be in Dollars or a Foreign Syndicated Currency the amounts of which shall be clauses (a) (if less other than the Aggregate Available Revolving with respect to Borrower and any other Credit Commitments) equal to or greater than $1,000,000 and in integral multiples of $500,000 thereafter Party), (orb)(i), if the Advance is to be denominated in a Foreign Syndicated Currency, such comparable and convenient amount thereof as the Agent may from time to time specify(c) or (bd) equal above, to the amount of the Aggregate Available Revolving Credit Commitments. Upon receipt of any such notice from the Company relating extent that failure to a Revolving Credit Advancedo so could not, the Agent shall promptly notify the Lenders. Not later than 1:00 P.M., local time at the Agent’s funding office for the Company, on the requested Borrowing Date, each Lender shall make an amount equal to its Pro Rata Share of the principal amount of each Revolving Credit Advance requested to be made on such Borrowing Date available to the Agent at the Agent’s funding office for the Company specified by the Agent from time to time by notice to the Lenders and in immediately available or other same day funds customarily used for settlement in Dollars individually or in the relevant Foreign Syndicated Currency (as the case may be). The amounts made available by each Lender will then aggregate, reasonably be made available expected to the Company at the funding office for the Company and result in like funds as received by the Agenta Material Adverse Change.
Appears in 1 contract
Samples: Loan Agreement (NovoCure LTD)
Procedures for Borrowing. (a) The Company may borrow under the Commitments from time to time prior Subject to the Facility Termination Date on any Business Day. The Foreign Subsidiary Borrowers may borrow under the Alternate Currency Commitments from time prior satisfaction of all other applicable conditions to time prior to the Facility Termination Date on any Business Day.
(b) (i) The Company may from time to time request the making of an Advance set forth in this Agreement, an Advance shall be made upon Borrower’s irrevocable written notice delivered to Bank by electronic mail in the form of a Revolving Credit Advance Notice of Borrowing executed by giving irrevocable notice (a “an Authorized Signer or without instructions if any Advances is necessary to meet Obligations which have become due. Such Notice of Borrowing Notice”) to the Agent (which notice must be received by the Agent Bank prior to 10:00 A.M.12:00 p.m. Pacific time, local time of the Applicable Lending Installation of the Agent, on the same Business Day of the Borrowing Date of each Floating Rate Advance and not less than (i) at least three (3) Business Days prior to the requested Borrowing Date of each Eurocurrency Advance) specifying in each case (i) the amount to be borrowedFunding Date, (ii) the requested Borrowing Date (which shall be a Business Day), (iii) the currency in which such Loan shall be denominated and its Original Dollar Amount, and (iv) in the case of each Eurocurrency any LIBOR Advance (which are only available when a Streamline Period is in effect), and (ii) on the requested Funding Date, in the case of a Prime Rate Advance, specifying in each case: (1) the length amount of the initial Interest Period therefor. Each borrowing Advance; (2) the Currency in which such Advance shall be in Dollars or a Foreign Syndicated Currency denominated; (3) the amounts of which shall be requested Funding Date; (a4) (if less than the Aggregate Available Revolving Credit Commitments) equal to or greater than $1,000,000 and in integral multiples of $500,000 thereafter (or, if whether the Advance is to be denominated comprised of LIBOR Advances or Prime Rate Advances; and (5) the duration of the Interest Period applicable to any such LIBOR Advances included in a Foreign Syndicated Currencysuch notice; provided that if the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Advance comprised of LIBOR Advances, such comparable Interest Period shall be one (1) month. In addition to such Notice of Borrowing, Borrower must promptly deliver to Bank by electronic mail a completed Transaction Report executed by an Authorized Signer together with such other reports and convenient amount thereof information, including without limitation, sales journals, cash receipts journals, accounts receivable aging reports, as the Agent Bank may from time to time specify) or request in its sole discretion.
(b) equal On the Funding Date, Bank shall credit proceeds of an Advance to the amount Designated Deposit Account denominated in the same Currency as the Currency requested with respect to the Advance and, subsequently, shall transfer such proceeds by wire transfer to such other account as Borrower may instruct in the Notice of the Aggregate Available Revolving Credit CommitmentsBorrowing. Upon receipt of No Advances shall be deemed made to Borrower, and no interest shall accrue on any such notice from the Company relating to a Revolving Credit Advance, until the Agent shall promptly notify the Lenders. Not later than 1:00 P.M., local time at the Agent’s funding office for the Company, on the requested Borrowing Date, each Lender shall make an amount equal to its Pro Rata Share of the principal amount of each Revolving Credit Advance requested to be made on such Borrowing Date available to the Agent at the Agent’s funding office for the Company specified by the Agent from time to time by notice to the Lenders and in immediately available or other same day related funds customarily used for settlement in Dollars or have been deposited in the relevant Foreign Syndicated Currency (as the case may be). The amounts made available by each Lender will then be made available to the Company at the funding office for the Company and in like funds as received by the Agentapplicable Designated Deposit Account.
Appears in 1 contract
Procedures for Borrowing. (a) The Company may borrow under the Commitments from time to time prior Subject to the Facility Termination Date on any Business Day. The Foreign Subsidiary Borrowers may borrow under the Alternate Currency Commitments from time prior satisfaction of all other applicable conditions to time prior to the Facility Termination Date on any Business Day.
(b) (i) The Company may from time to time request the making of an Advance set forth in this Agreement, an Advance shall be made upon Borrower’s irrevocable written notice delivered to Bank by electronic mail in the form of a Revolving Credit Notice of Borrowing executed by an Authorized Signer or without instructions if any Advances is necessary to meet Obligations which have become due, and such Notice of Borrowing shall indicate whether Borrower is requesting an Advance by giving irrevocable notice (a “with respect to Eligible Accounts, Eligible Foreign Accounts or Eligible Inventory, as applicable. Such Notice of Borrowing Notice”) to the Agent (which notice must be received by the Agent Bank prior to 10:00 A.M.12:00 p.m. Eastern time, local time of the Applicable Lending Installation of the Agent, on the same Business Day of the Borrowing Date of each Floating Rate Advance and not less than (i) at least three (3) Business Days prior to the requested Borrowing Date of each Eurocurrency Advance) specifying in each case (i) the amount to be borrowedFunding Date, (ii) the requested Borrowing Date (which shall be a Business Day), (iii) the currency in which such Loan shall be denominated and its Original Dollar Amount, and (iv) in the case of each Eurocurrency any LIBOR Advance, and (ii) on the length requested Funding Date, in the case of a Prime Rate Advance, specifying: (1) the amount of the initial Interest Period therefor. Each borrowing Advance; (2) the Currency in which such Advance shall be in Dollars or a Foreign Syndicated Currency denominated; (3) the amounts of which shall be requested Funding Date; (a4) (if less than the Aggregate Available Revolving Credit Commitments) equal to or greater than $1,000,000 and in integral multiples of $500,000 thereafter (or, if whether the Advance is to be denominated comprised of LIBOR Advances or Prime Rate Advances; and (5) the duration of the Interest Period applicable to any such LIBOR Advances included in a Foreign Syndicated Currencysuch notice; provided that if the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Advance comprised of LIBOR Advances, such comparable Interest Period shall be one (1) month. In addition to such Notice of Borrowing, Borrower must promptly deliver to Bank by electronic mail (i) during a Streamline Period, a completed Transaction Report executed by an Authorized Signer and convenient amount thereof (ii) when a Streamline Period is not in effect, a completed Transaction Report executed by an Authorized Signer together with such other reports and information, including without limitation, sales journals, cash receipts journals, accounts receivable aging reports, as the Agent Bank may from time to time specify) or request in its sole discretion.
(b) equal On the Funding Date, Bank shall credit proceeds of an Advance to the amount Designated Deposit Account denominated in the same Currency as the Currency requested with respect to the Advance and, subsequently, shall transfer such proceeds by wire transfer to such other account as Borrower may instruct in the Notice of the Aggregate Available Revolving Credit CommitmentsBorrowing. Upon receipt of No Advances shall be deemed made to Borrower, and no interest shall accrue on any such notice from the Company relating to a Revolving Credit Advance, until the Agent shall promptly notify the Lenders. Not later than 1:00 P.M., local time at the Agent’s funding office for the Company, on the requested Borrowing Date, each Lender shall make an amount equal to its Pro Rata Share of the principal amount of each Revolving Credit Advance requested to be made on such Borrowing Date available to the Agent at the Agent’s funding office for the Company specified by the Agent from time to time by notice to the Lenders and in immediately available or other same day related funds customarily used for settlement in Dollars or have been deposited in the relevant Foreign Syndicated Currency (as the case may be). The amounts made available by each Lender will then be made available to the Company at the funding office for the Company and in like funds as received by the Agentapplicable Designated Deposit Account.
Appears in 1 contract
Procedures for Borrowing. (a) The Company may borrow under the Commitments from time to time prior Subject to the Facility Termination Date on any Business Day. The Foreign Subsidiary Borrowers may borrow under the Alternate Currency Commitments from time prior satisfaction of all other applicable conditions to time prior to the Facility Termination Date on any Business Day.
(b) (i) The Company may from time to time request the making of an Equipment Advance set forth in this Agreement, each Equipment Advance shall be made upon Borrower’s irrevocable written notice delivered to Bank in the form of a Revolving Credit Advance Notice of Borrowing, each executed by giving irrevocable a Responsible Officer of Borrower or his or her designee or without instructions if the Equipment Advances are necessary to meet Obligations which have become due. Bank may rely on any telephone notice (given by a “person whom Bank believes is a Responsible Officer or designee. Borrower will indemnify Bank for any loss Bank suffers due to such reliance. Such Notice of Borrowing Notice”) to the Agent (which notice must be received by the Agent Bank prior to 10:00 A.M.12:00 p.m.Pacific time, local time of the Applicable Lending Installation of the Agent, on the same Business Day of the Borrowing Date of each Floating Rate Advance and not less than (i) at least three (3) Business Days prior to the requested Borrowing Date of each Eurocurrency Advance) specifying in each case (i) the amount to be borrowedFunding Date, (ii) the requested Borrowing Date (which shall be a Business Day), (iii) the currency in which such Loan shall be denominated and its Original Dollar Amount, and (iv) in the case of each Eurocurrency AdvanceLIBOR Advances, and (ii) on the length requested Funding Date, in the case of Prime Rate Advances, specifying: (1) the amount of the initial Interest Period therefor. Each borrowing shall be in Dollars or a Foreign Syndicated Currency Equipment Advance; (2) the amounts of which shall be requested Funding Date; (a3) (if less than whether the Aggregate Available Revolving Credit Commitments) equal to or greater than $1,000,000 and in integral multiples of $500,000 thereafter (or, if the Equipment Advance is to be denominated comprised of LIBOR Advances or Prime Rate Advances; and (4) the duration of the Interest Period applicable to any such LIBOR Advances included in a Foreign Syndicated Currencysuch notice; provided that if the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Equipment Advance comprised of LIBOR Advances, such comparable Interest Period shall be one (1) month. Borrower shall also deliver to Bank by electronic mail or facsimile a completed Loan Supplement, executed by a Responsible Officer or his or her designee, copies of invoices for the Financed Equipment and convenient amount thereof such additional information as Bank may reasonably request at least five (5) Business Days before the Agent may from time proposed Funding Date. At Bank’s discretion, Bank shall have the opportunity to time specify) or confirm that, upon filing the UCC-1 financing statement covering the Equipment described on the Loan Supplement, Bank shall have a first priority perfected security interest in such Equipment subject to Permitted Liens.
(b) equal to If Borrower satisfies the amount conditions of the Aggregate Available Revolving Credit Commitments. Upon receipt of any such notice from the Company relating to a Revolving Credit each Equipment Advance, the Agent shall promptly notify the Lenders. Not later than 1:00 P.M., local time at the Agent’s funding office for the Company, on the requested Borrowing Date, each Lender shall make an amount equal to its Pro Rata Share proceeds of the principal amount of each Revolving Credit Advance requested to be made on such Borrowing Date available to the Agent at the Agent’s funding office for the Company specified by the Agent from time to time by notice to the Lenders and in immediately available or other same day funds customarily used for settlement in Dollars or in the relevant Foreign Syndicated Currency (as the case may be). The amounts made available by each Lender Equipment Advances will then be made available to Borrower on the Company at Funding Date by Bank by transfer to the funding office for Designated Deposit Account and, subsequently, by wire transfer to such other account as Borrower may instruct in the Company and in like funds as received by the AgentNotice of Borrowing.
Appears in 1 contract
Procedures for Borrowing. Subject to the prior satisfaction of all other applicable conditions to the making of each Term Loan set forth in this Agreement, to obtain any Term Loan, Borrower shall deliver to the Collateral Agent and Lenders by electronic mail or facsimile a completed Loan Advance Request for such Term Loan executed by a Responsible Officer of Borrower (which notice shall be irrevocable on and after the date on which such notice is given and Borrower shall be bound to make a borrowing in accordance therewith on such date, or as may be extended as agreed with the Required Lenders at their sole discretion
(i) in connection with any corresponding change to the anticipated date of the consummation of the transactions under the Tranche B Acquisition Agreement, and (ii) in no event shall be a date later than ninety (90) days following the date the Tranche B Acquisition Agreement is executed), in which case each Lender agrees to advance its Applicable Percentage of such Term Loan to Borrower on the Effective Date or the Tranche B Closing Date, as applicable, by wire transfer of same day funds in Dollars, to such account(s) in the United States as may be designated in writing to the Collateral Agent by Borrower prior to the Effective Date or Tranche B Closing Date, as applicable; provided, however, that, with respect to the Tranche B Term Loans, Borrower shall deliver to the Collateral Agent and Lenders by electronic mail or facsimile such completed Loan Advance Request no later than the earliest to occur of (a) The Company may borrow under the Commitments from time to time prior to date that is five (5) Business Days (as such term is defined in the Facility Tranche B Acquisition Agreement) following the Termination Date on any Business Day. The Foreign Subsidiary Borrowers may borrow under (as such term is defined in the Alternate Currency Commitments from time to time prior to the Facility Termination Date on any Business Day.
Tranche B Acquisition Agreement), (b) the termination of the Tranche B Acquisition Agreement in accordance with its terms without the consummation of the transactions thereunder, and (ic) The Company may from time the consummation of the Transactions contemplated by the Tranche B Acquisition Agreement (with or without the use of the proceeds of the Tranche B Term Loans), and in no event later than ninety (90) days after the execution and delivery of the Tranche B Acquisition Agreement. Notwithstanding any provision to time request the making contrary in any Loan Document, each of a Revolving Credit Advance by giving irrevocable notice the Lenders' commitments to the funding of the Tranche B Term Loan on the Tranche B Closing Date hereunder are subject only to the conditions set forth in Section 3.2; it being understood that there are no conditions (a “Borrowing Notice”implied or otherwise) to the Agent commitments hereunder or the funding of the Tranche B Term Loan on the Tranche B Closing Date other than the conditions set forth in Section 3.2 (which notice must be received and upon satisfaction or waiver by the Agent prior to 10:00 A.M.Lenders of such conditions, local time the funding of the Applicable Lending Installation of the Agent, Tranche B Term Loan on the same Business Day of the Borrowing Tranche B Closing Date of each Floating Rate Advance and not less than three Business Days prior to the requested Borrowing Date of each Eurocurrency Advance) specifying in each case (i) the amount to be borrowed, (ii) the requested Borrowing Date (which shall be a Business Dayoccur), (iii) the currency in which such Loan shall be denominated and its Original Dollar Amount, and (iv) in the case of each Eurocurrency Advance, the length of the initial Interest Period therefor. Each borrowing shall be in Dollars or a Foreign Syndicated Currency the amounts of which shall be (a) (if less than the Aggregate Available Revolving Credit Commitments) equal to or greater than $1,000,000 and in integral multiples of $500,000 thereafter (or, if the Advance is to be denominated in a Foreign Syndicated Currency, such comparable and convenient amount thereof as the Agent may from time to time specify) or (b) equal to the amount of the Aggregate Available Revolving Credit Commitments. Upon receipt of any such notice from the Company relating to a Revolving Credit Advance, the Agent shall promptly notify the Lenders. Not later than 1:00 P.M., local time at the Agent’s funding office for the Company, on the requested Borrowing Date, each Lender shall make an amount equal to its Pro Rata Share of the principal amount of each Revolving Credit Advance requested to be made on such Borrowing Date available to the Agent at the Agent’s funding office for the Company specified by the Agent from time to time by notice to the Lenders and in immediately available or other same day funds customarily used for settlement in Dollars or in the relevant Foreign Syndicated Currency (as the case may be). The amounts made available by each Lender will then be made available to the Company at the funding office for the Company and in like funds as received by the Agent.
Appears in 1 contract
Samples: Loan Agreement
Procedures for Borrowing. Subject to the prior satisfaction of all other applicable conditions to the making of each Term Loan set forth in this Agreement, to obtain any Term Loan, Borrower shall deliver to the Collateral Agent and Lenders by electronic mail or facsimile a completed Advance Request Form for such Term Loan executed by a Responsible Officer of Borrower (awhich notice shall be irrevocable on and after the date on which such notice is given and Borrower shall be bound to make a borrowing in accordance therewith), in which case each Lender agrees to advance its Applicable Percentage of such Term Loan to Borrower on the Tranche A Closing Date, Tranche B Closing Date or Tranche C Closing Date, as applicable, by wire transfer of same day funds in Dollars, to such account(s) The Company in the United States as may borrow under be designated in writing to the Commitments from time to time Collateral Agent by Borrower prior to the Facility Termination Tranche A Closing Date, Tranche B Closing Date, Tranche C Closing Date on any Business Day. The Foreign Subsidiary Borrowers may borrow under the Alternate Currency Commitments from time to time prior or Tranche D Closing Date, as applicable; provided, however, that, with respect to the Facility Termination Date on any Business Day.
(b) (i) The Company may from time to time request the making of a Revolving Credit Advance by giving irrevocable notice (a “Borrowing Notice”) Tranche B Loan, Borrower shall deliver to the Collateral Agent (which notice must be received and Lenders by electronic mail or facsimile, at its option should it wish to obtain the Agent prior to 10:00 A.M.Tranche B Loan, local time of the Applicable Lending Installation of the Agentsuch completed Advance Request Form no later than December 31, on the same Business Day of the Borrowing Date of each Floating Rate Advance and not less than three Business Days prior 2024; provided, further, that, with respect to the requested Borrowing Date of each Eurocurrency Advance) specifying in each case (i) Tranche C Loan, Borrower shall deliver to the amount Collateral Agent and Lenders by electronic mail or facsimile, at its option should it wish to be borrowedobtain the Tranche C Loan, (ii) the requested Borrowing Date (which shall be a Business Day), (iii) the currency in which such Loan shall be denominated and its Original Dollar Amount, and (iv) in the case of each Eurocurrency Advance, the length of the initial Interest Period therefor. Each borrowing shall be in Dollars or a Foreign Syndicated Currency the amounts of which shall be (a) (if less completed Advance Request Form no earlier than the Aggregate Available Revolving Credit Commitments) equal date on which trailing twelve-month Product Net Sales exceed $90,000,000 and no later than June 30, 2025; provided, finally, that, with respect to the Tranche D Loan, Borrower shall deliver to the Collateral Agent and Lenders by electronic mail or greater than $1,000,000 and in integral multiples of $500,000 thereafter (orfacsimile, if at its option should it wish to obtain the Advance is to be denominated in a Foreign Syndicated CurrencyTranche D Loan, such comparable completed Advance Request Form no earlier than the date on which trailing twelve-month Product Net Sales exceed $125,000,000 and convenient amount thereof as the Agent may from time to time specify) or (b) equal to the amount of the Aggregate Available Revolving Credit Commitments. Upon receipt of any such notice from the Company relating to a Revolving Credit Advance, the Agent shall promptly notify the Lenders. Not no later than 1:00 P.M.December 31, local time at the Agent’s funding office for the Company, on the requested Borrowing Date, 2025. 4 REPRESENTATIONS AND WARRANTIES In order to induce each Lender shall and the Collateral Agent to enter into this Agreement and for each Lender to make an amount equal to its Pro Rata Share of the principal amount of each Revolving Credit Advance requested Extensions to be made on such Borrowing the applicable Closing Date, each Credit Party, jointly and severally with each other Credit Party, represents and warrants to each Lender and the Collateral Agent that the following statements are true and correct as of the Effective Date available and on the applicable Closing Date on which each Term Loan is made (both with and without giving effect to the Agent at the Agent’s funding office for the Company Term Loans) except as otherwise specified by the Agent from time to time by notice to the Lenders and in immediately available or other same day funds customarily used for settlement in Dollars or in the relevant Foreign Syndicated Currency (as the case may be). The amounts made available by each Lender will then be made available to the Company at the funding office for the Company and in like funds as received by the Agent.below: 4
Appears in 1 contract
Procedures for Borrowing. (a) The Company may borrow under the Commitments from time to time prior Subject to the Facility Termination Date on any Business Day. The Foreign Subsidiary Borrowers may borrow under the Alternate Currency Commitments from time prior satisfaction of all other applicable conditions to time prior to the Facility Termination Date on any Business Day.
(b) (i) The Company may from time to time request the making of an Advance set forth in this Agreement, each Advance shall be made upon Administrative Borrower’s or Singapore Borrower’s irrevocable written notice delivered to Bank by electronic mail in the form of a Revolving Credit Notice of Borrowing executed by an Authorized Signer or without instructions if any Advance by giving irrevocable notice (a “is necessary to meet Obligations which have become due. Such Notice of Borrowing Notice”) to the Agent (which notice must be received by the Agent Bank prior to 10:00 A.M.12:00 p.m. Pacific time, local time of the Applicable Lending Installation of the Agent, on the same Business Day of the Borrowing Date of each Floating Rate Advance and not less than (i) at least three (3) Business Days prior to the requested Borrowing Date of each Eurocurrency Advance) specifying in each case (i) the amount to be borrowedFunding Date, (ii) the requested Borrowing Date (which shall be a Business Day), (iii) the currency in which such Loan shall be denominated and its Original Dollar Amount, and (iv) in the case of each Eurocurrency any LIBOR Advance, and (ii) on the length requested Funding Date, in the case of a Prime Rate Advance, specifying: (1) the amount of the initial Interest Period therefor. Each borrowing Advance; (2) the Currency in which such Advance shall be in Dollars or a Foreign Syndicated Currency denominated; (3) the amounts of which shall be requested Funding Date; (a4) (if less than the Aggregate Available Revolving Credit Commitments) equal to or greater than $1,000,000 and in integral multiples of $500,000 thereafter (or, if whether the Advance is to be denominated comprised of LIBOR Advances or Prime Rate Advances; and (5) the duration of the Interest Period applicable to any such LIBOR Advances included in such notice; provided that each borrowing made hereunder, whether a Foreign Syndicated CurrencyLIBOR Advance or a Prime Rate Advance, shall be a minimum of One Million Dollars ($1,000,000) and integral multiples of One Million Dollars ($1,000,000) thereof; provided, further that if the Notice of Borrowing shall fail to specify the duration of the Interest Period for any Advance comprised of LIBOR Advances, such comparable Interest Period shall be one (1) month. In addition to such Notice of Borrowing, either Administrative Borrower or Singapore Borrower, as applicable, must promptly deliver to Bank by electronic mail a completed Transaction Report executed by an Authorized Signer of such Borrower together with such other reports and convenient amount thereof information, including without limitation, sales journals, cash receipts journals, accounts receivable aging reports, as the Agent Bank may from time to time specify) or request in its reasonable discretion.
(b) equal On the Funding Date, Bank shall credit proceeds of an Advance to the amount Designated Deposit Account denominated in the same Currency as the Currency requested with respect to the Advance and, subsequently, shall transfer such proceeds by wire transfer to such other account as the applicable Borrower may instruct in the Notice of the Aggregate Available Revolving Credit CommitmentsBorrowing. Upon receipt of Except for protective payments pursuant to Section 9.3, no Advances shall be deemed made to any Borrower, and no interest shall accrue on any such notice from the Company relating to a Revolving Credit Advance, until the Agent shall promptly notify the Lenders. Not later than 1:00 P.M., local time at the Agent’s funding office for the Company, on the requested Borrowing Date, each Lender shall make an amount equal to its Pro Rata Share of the principal amount of each Revolving Credit Advance requested to be made on such Borrowing Date available to the Agent at the Agent’s funding office for the Company specified by the Agent from time to time by notice to the Lenders and in immediately available or other same day related funds customarily used for settlement in Dollars or have been deposited in the relevant Foreign Syndicated Currency (as the case may be). The amounts made available by each Lender will then be made available to the Company at the funding office for the Company and in like funds as received by the Agentapplicable Designated Deposit Account.
Appears in 1 contract
Procedures for Borrowing. (a) The Company may borrow under Borrower shall give the Commitments from time to time prior to the Facility Termination Date on any Business Day. The Foreign Subsidiary Borrowers may borrow under the Alternate Currency Commitments from time to time prior to the Facility Termination Date on any Business Day.
(b) (i) The Company may from time to time request the making of a Revolving Credit Advance by giving Agent an irrevocable notice substantially in the form of Exhibit D (a “Borrowing Notice”"Notice of Borrowing") to the Agent (which notice --------- ------------------- must be received by the Agent prior to 10:00 A.M.12:00 noon, local time of the Applicable Lending Installation of the AgentNew York City time, on the same Business Day of the Borrowing Date of each Floating Rate Advance and not less than three five (5) Business Days prior to the requested Borrowing Date) requesting that, on the Borrowing Date, the Lenders make Loans on the Borrowing Date of each Eurocurrency Advance) specifying in each case (i) the amount to be borrowed, (ii) . All Loans made on the requested Borrowing Closing Date (which shall be a Business Day), (iii) the currency in which such Loan shall be denominated and its Original Dollar Amount, and (iv) in the case of each Eurocurrency Advance, the length of Alternate Base Rate Loans. If the initial Interest Period therefor. Each borrowing shall be in Dollars or a Foreign Syndicated Currency the amounts of which shall be (a) (if less than the Aggregate Available Revolving Credit Commitments) equal to or greater than $1,000,000 and in integral multiples of $500,000 thereafter (or, if the Advance Loan is to be denominated in a Foreign Syndicated Currencymade following the Closing Date, such comparable and convenient amount thereof Loan may be a LIBOR Loan so long as the Borrower gives the Agent may from time a Notice of Borrowing on or following the Closing Date and at least two (2) Business Days prior to time specify) or the Borrowing Date.
(b) equal If the proceeds of a Loan are to be used to purchase or reimburse the Borrower for Telecommunications Equipment (including any Telecommunications Equipment being purchased or reimbursed under the Vendor Purchase Agreement), the Notice of Borrowing delivered to the Agent will include a schedule supporting one hundred percent (100%) of Telecommunications Equipment for which such funds are requested. Such schedule will detail all invoices for equipment, third party labor, permits and other third party costs of the Borrower with respect to such Telecommunications Equipment permitted under GAAP. All invoices over $25,000 will be attached to such schedule. The Agent shall review such invoices and verify that, combined with the above described capitalized internal costs, such invoices will support at least seventy percent (70%) of the total requested funding. The Borrower hereby waives any and all rights it may have to setoff amounts due under or pursuant to the Vendor Purchase Agreement against the Obligations hereunder.
(c) If the proceeds of a Loan are to be used to pay or reimburse the Borrower for transaction costs, the Notice of Borrowing delivered to the Agent will include a copy of the invoice from the provider of the service or other appropriate supporting documentation.
(d) If the proceeds of a Loan are to be used in connection with the Black Label Working Capital Subfacility, the Notice of Borrowing delivered to the Agent will contain a certification that the making of such Loan does not violate any provision of any other agreement to which the Borrower or any of its Subsidiaries is a party.
(e) If the proceeds of a Loan are to be used in connection with a Subfacility, the Notice of Borrowing delivered to the Agent will identify the Subfacility under which the Loan is to be made and contain a certification that the conditions applicable to that Subfacility pursuant to Section 2.1(c) and -------------- Article 4 have been satisfied. ---------
(f) The Notice of Borrowing shall, with respect to any Loans requested, specify whether such requested Loans are to be Alternate Base Rate Loans or LIBOR Loans, and if such requested Loans are to be LIBOR Loans, the requested Interest Period for such Loans.
(g) The Agent agrees, promptly upon receipt of a Notice of Borrowing, to notify each Lender of the date and amount of the Loan proposed thereunder and the amount of the Aggregate Available Revolving Credit Commitments. Upon receipt of any such notice from the Company relating to a Revolving Credit Advance, the Agent shall promptly notify the LendersLender's pro rata share therein. Not later than 1:00 P.M.p.m., local time at the Agent’s funding office for the CompanyNew York City time, on the requested each Borrowing Date, each Lender shall make an amount equal to its Pro Rata Share of available, in the principal amount of each Revolving Credit Advance requested to be made on such Borrowing Date available to the Agent at the Agent’s funding office for the Company manner specified by the Agent from time to time by notice to the Lenders and in immediately available or other same day funds customarily used for settlement in Dollars or Borrower in the relevant Foreign Syndicated Currency (as applicable Notice of Borrowing, the case may be). The amounts made available by each Lender will then amount to be made available to the Company at the funding office for the Company and in like funds as received by the Agentborrowed from such Lender.
Appears in 1 contract
Procedures for Borrowing. (a) The Company may borrow under the Commitments from time to time prior Subject to the Facility Termination Date on any Business Day. The Foreign Subsidiary Borrowers may borrow under the Alternate Currency Commitments from time prior satisfaction of all other applicable conditions to time prior to the Facility Termination Date on any Business Day.
(b) (i) The Company may from time to time request the making of a Revolving Credit an Advance by giving irrevocable notice (a “Borrowing Notice”) set forth in this Agreement, to the Agent obtain an Advance, Borrower shall notify Bank (which notice must shall be received irrevocable) by electronic mail, facsimile, or telephone by 12:00 p.m. Pacific time on the Funding Date of the Advance. Bank shall credit Advances to the Designated Deposit Account. Bank may make Advances under this Agreement based on instructions from a Responsible Officer or his or her designee or without instructions if the Advances are necessary to meet Obligations which have become due. Bank may rely on any telephone notice given by a person whom Bank believes is a Responsible Officer or designee.”
2.5 Section 4.1 (Grant of Security). The following new paragraphs hereby are added to the end of Section 4.1 of the Loan Agreement as follows: “Borrower acknowledges that it previously has entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Bank to have all such Obligations secured by the Agent prior first priority perfected security interest in the Collateral granted herein (subject only to 10:00 A.M.Permitted Liens that may have superior priority to Bank’s Lien in this Agreement). If this Agreement is terminated, local time of Bank’s Lien in the Applicable Lending Installation of Collateral shall continue until the AgentObligations (other than inchoate indemnity obligations) are satisfied in full, on and at such time, Bank shall, at Borrower’s sole cost and expense, terminate its security interest in the same Business Day of Collateral and all rights therein shall revert to Borrower. In the Borrowing Date of each Floating Rate Advance and not less event (x) all Obligations (other than three Business Days prior to the requested Borrowing Date of each Eurocurrency Advance) specifying in each case (i) the amount to be borrowed, (ii) the requested Borrowing Date (which shall be a Business Dayinchoate indemnity obligations), (iii) the currency except for Bank Services, are satisfied in which such Loan shall be denominated and its Original Dollar Amountfull, and (ivy) this Agreement is terminated, Bank shall terminate the security interest granted herein upon Borrower providing cash collateral acceptable to Bank in the case of each Eurocurrency Advance, the length of the initial Interest Period therefor. Each borrowing shall be in Dollars or a Foreign Syndicated Currency the amounts of which shall be (a) (if less than the Aggregate Available Revolving Credit Commitments) equal to or greater than $1,000,000 and in integral multiples of $500,000 thereafter (orits good faith business judgment for Bank Services, if any. In the Advance is event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to be denominated Bank cash collateral in a Foreign Syndicated Currency, such comparable and convenient amount thereof as the Agent may from time to time specify) or (b) equal to the amount of the Aggregate Available Revolving Credit Commitments. Upon receipt of any such notice from the Company relating to a Revolving Credit Advance, the Agent shall promptly notify the Lenders. Not later than 1:00 P.M., local time at the Agent’s funding office for the Company, on the requested Borrowing Date, each Lender shall make an amount equal to its Pro Rata Share one hundred five percent (105%) of the principal Dollar Equivalent of the face amount of each Revolving all such Letters of Credit Advance requested plus all interest, fees, and costs due or to be made on such Borrowing Date available to the Agent at the Agent’s funding office for the Company specified by the Agent from time to time by notice to the Lenders and become due in immediately available or other same day funds customarily used for settlement in Dollars or in the relevant Foreign Syndicated Currency connection therewith (as estimated by Bank in its good faith business judgment), to secure all of the case may be). The amounts made available by each Lender will then be made available Obligations relating to the Company at the funding office for the Company and in like funds as received by the Agentsuch Letters of Credit.”
2.6 Section 9.1
Appears in 1 contract
Samples: Loan and Security Agreement (Dot Hill Systems Corp)
