Requests for Advances. Except as hereinafter provided, Borrower may request a Revolving Loan by submitting to Bank a Request for Advance by an authorized officer or other representative of Borrower, subject to the following: (a) each such Request for Advance shall include, without limitation, the proposed amount of such Revolving Loan and the proposed Disbursement Date, which date must be a Business Day; (b) each such Request for Advance shall be communicated to Bank within the time periods set forth in the Note; (c) a Request for Advance, once communicated to Bank, shall not be revocable by Borrower; (d) each Request for Advance, once communicated to Bank, shall constitute a representation, warranty and certification by Borrower as of the date thereof that: (i) both before and after the making of such Revolving Loan, the obligations set forth in the Loan Documents are and shall be valid, binding and enforceable obligations of each Loan Party, as applicable; (ii) all terms and conditions precedent to the making of such Revolving Loan have been satisfied or waived by Bank in accordance with this Agreement, and shall remain satisfied through the date of such Revolving Loan; (iii) the making of such Revolving Loan will not cause the aggregate outstanding principal amount of all Revolving Loans plus the Letter of Credit Liabilities to exceed the Revolving Credit Maximum Amount; (iv) no Default or Event of Default shall have occurred and is continuing, and none will exist or arise upon the making of such Revolving Loan; (v) the representations and warranties contained in the Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of the making of such Revolving Loan, except to the extent such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; and (vi) the Request for Advance will not violate the terms or conditions of any contract, indenture, agreement or other borrowing of Borrower, except to the extent that such terms or conditions have been waived or that failure to comply with any such terms or conditions would not have a Material Adverse Effect. Bank may elect (but without any obligation to do so) to make a Revolving Loan upon the telephonic or facsimile request of Borrower, provided that Borrower has first executed and delivered to Bank a Telephone Notice Authorization. If any such Revolving Loan based upon a telephonic or facsimile request is made by Borrower, Bank may require Borrower to confirm said telephonic or facsimile request in writing by delivering to Bank, on or before 11:00 a.m. (Dallas, Texas time) on the next Business Day following the Disbursement Date of such Revolving Loan, a duly executed written Request for Advance, and all other provisions of this Section 1 shall be applicable with respect to such Revolving Loan. In addition, Borrower may authorize the Bank to automatically make Revolving Loans pursuant to such other written agreements as may be entered into by Bank and Borrower.
Appears in 4 contracts
Samples: Credit Agreement (Tandy Brands Accessories Inc), Credit Agreement (Tandy Brands Accessories Inc), Credit Agreement (Tandy Brands Accessories Inc)
Requests for Advances. Except as hereinafter provided, Borrower may Each request a Revolving Loan by submitting to Bank a Request for an Advance by an authorized officer or other representative of Borrower, subject to the following:
(a) each such Request for Advance shall include, without limitation, the proposed amount of such Revolving Loan and the proposed Disbursement Date, which date must be a Business Day;
(b) each such Request for Advance shall be communicated to Bank within the time periods set forth in the Note;
(c) a Request for Advance, once communicated to Bank, shall not be revocable by Borrower;
(d) each Request for Advance, once communicated to Bank, shall constitute a representation, warranty and certification by Borrower as of the date thereof thatshall:
(i) both before be in writing in form attached hereto as Exhibit D, certify the amount of the then-current Borrowing Base and after specify the making principal amount of the Advance requested and designate the account to which the proceeds of such Revolving Loan, the obligations set forth in the Loan Documents Advance are and shall to be valid, binding and enforceable obligations of each Loan Party, as applicabletransferred;
(ii) all terms state that the representations and conditions precedent warranties of Borrower contained in the Agreement and any closing or funding related certifications are true and correct as of the date of the request and, after giving effect to the making of such Revolving Loan have been satisfied or waived by Bank in accordance with this Agreementrequested Advance, will be true and shall remain satisfied through correct as of the date of such Revolving Loanon which the requested Advance is to be made;
(iii) the making of such Revolving Loan will not cause the aggregate outstanding principal amount of all Revolving Loans plus the Letter of Credit Liabilities to exceed the Revolving Credit Maximum Amount;
(iv) state that no Default or Event of Default shall have occurred and is continuingexists as of the date of the request and, and none will exist or arise upon after giving effect to the making of such Revolving Loanrequested Advance, no Default or Event of Default would exist as of the date on which the requested Advance is to be made;
(iv) be delivered to the office of Agent at least five (5) Business Days prior to the date of the requested Advance;
(v) the representations and warranties contained be signed by a principal financial officer of Borrower;
(vi) certify that Borrower has no knowledge of any asserted or threatened defense, offset, counterclaim, discount or allowance in the Loan Documents are true and correct respect of each Note Receivable to be pledged in all material respects and shall be true and correct connection with such requested Advance, or in all material respects as respect of any of the making Pledged Notes Receivable;
(vii) contain an aging report of such Revolving Loanthe Pledged Notes Receivable; identifying, except to the extent such representations and warranties specifically refer to an earlier dateamong other things, in which case they shall be true and correct in all material respects as of such earlier dateamong them are Eligible Notes Receivable; and
(viviii) the Request for Advance will not violate the terms or conditions of any contract, indenture, agreement or other borrowing of Borrower, except contain a delinquency report which shall be in form and substance satisfactory to the extent that such terms or conditions have been waived or that failure to comply with any such terms or conditions would not have a Material Adverse Effect. Bank may elect (but without any obligation to do so) to make a Revolving Loan upon the telephonic or facsimile request of Borrower, provided that Borrower has first executed Agent and delivered to Bank a Telephone Notice Authorization. If any such Revolving Loan based upon a telephonic or facsimile request is made by Borrower, Bank may require Borrower to confirm said telephonic or facsimile request in writing by delivering to Bank, on or before 11:00 a.m. (Dallas, Texas time) on the next Business Day following the Disbursement Date shall show which of such Revolving Loan, a duly executed written Request for AdvanceNotes Receivable is delinquent and the duration of such delinquency, and all other provisions which of this Section 1 shall be applicable with respect to such Revolving Loan. In addition, Borrower may authorize the Bank to automatically make Revolving Loans pursuant to such other written agreements as may be entered into by Bank and Borrower.Pledged Notes Receivable is not an Eligible Note Receivable;
Appears in 2 contracts
Samples: Loan and Security Agreement (Silverleaf Resorts Inc), Loan and Security Agreement (Silverleaf Resorts Inc)
Requests for Advances. Except as hereinafter providedSubject to the conditions of Section --------------------- 2.03(a), each Equipment Line of Credit Advance shall be made on a Banking Day on notice given by the Borrower may to the Bank prior to 11:00 a.m. Boston time on the date three (3) days prior to the date of the proposed borrowing. Each request for an Equipment Line of Credit Advance shall be made to the Bank in writing (including by facsimile) or by telephone by a Revolving Loan by submitting to Bank a Request for Advance by an duly authorized officer or other representative of the Borrower, subject to and the following:
Bank may rely upon any telephone request which it reasonably believes is made by such a representative, and shall specify (ai) each the requested date of such Request for Advance shall includeEquipment Line of Credit Advance, without limitation, and (ii) the proposed amount of such Revolving Loan and the proposed Disbursement Date, Equipment Line of Credit Advance (which date must be a Business Day;
minimum of $100,000). The Borrower agrees to indemnify and hold the Bank harmless for any action, including the making of Equipment Line of Credit Advances hereunder, or loss or expense, taken or incurred by the Bank in good faith reliance upon such telephone request. At the time of the initial request for a Equipment Line of Credit Advance made under this Section 2.03(f), the Borrower shall have provided the Bank with a Compliance Certificate in the form required by Section 5.09(c) hereof. The Borrower hereby agrees (bi) each such Request for Advance that the Bank shall be communicated entitled to Bank within rely upon the time periods set forth most recent Compliance Certificate in the Note;
its possession until it is superseded by another Compliance Certificate, and (cii) that each request for a Request for Equipment Line of Credit Advance, once communicated to Bank, shall not be revocable whether by Borrower;
(d) each Request for Advance, once communicated to Banktelephone or in writing or otherwise, shall constitute a representation, warranty and certification by Borrower as confirmation of the date thereof that:
(i) both before and after the making of such Revolving Loan, the obligations set forth in the Loan Documents are and shall be valid, binding and enforceable obligations of each Loan Party, as applicable;
(ii) all terms and conditions precedent to the making of such Revolving Loan have been satisfied or waived by Bank in accordance with this Agreement, and shall remain satisfied through the date of such Revolving Loan;
(iii) the making of such Revolving Loan will not cause the aggregate outstanding principal amount of all Revolving Loans plus the Letter of Credit Liabilities to exceed the Revolving Credit Maximum Amount;
(iv) no Default or Event of Default shall have occurred and is continuing, and none will exist or arise upon the making of such Revolving Loan;
(v) the representations and warranties contained in the Loan Documents are true and correct most recent Compliance Certificate then in all material respects and the Bank's possession. Notwithstanding the foregoing, each Equipment Line of Credit Advance shall be true and correct subject to the prior satisfactory review by the Bank, in all material respects as its sole discretion, of the making equipment to be purchased by such Equipment Line of Credit Advance. Each notice of Equipment Line of Credit Advance shall be accompanied by all invoices for the purchase of such Revolving Loan, except equipment (which invoices shall be dated not more than ninety (90) days prior to the extent such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as date of delivery of such earlier date; and
invoices to the Bank) and a certificate signed by the Borrower in the form of Exhibit 2.03(f) attached hereto, certifying that (via) the Request for Advance will not violate equipment has been --------------- delivered to the terms or conditions of any contract, indenture, agreement or other borrowing of Borrower, except (b) the Borrower has paid, or will pay with the requested Equipment Line of Credit Advance, the full purchase price, and (c) the equipment meets the definition of "Qualified Equipment." Notwithstanding the foregoing, the initial notice for an Equipment Line of Credit Advance (made on the Closing Date) may include invoices totalling up to $300,000 which are dated more than ninety (90) days prior to the extent that such terms or conditions have been waived or that failure to comply with any such terms or conditions would not have a Material Adverse Effect. Bank may elect (Closing Date, but without any obligation to do so) to make a Revolving Loan upon the telephonic or facsimile request of Borrowerdated no earlier than January 1, provided that Borrower has first executed and delivered to Bank a Telephone Notice Authorization. If any such Revolving Loan based upon a telephonic or facsimile request is made by Borrower, Bank may require Borrower to confirm said telephonic or facsimile request in writing by delivering to Bank, on or before 11:00 a.m. (Dallas, Texas time) on the next Business Day following the Disbursement Date of such Revolving Loan, a duly executed written Request for Advance, and all other provisions of this Section 1 shall be applicable with respect to such Revolving Loan. In addition, Borrower may authorize the Bank to automatically make Revolving Loans pursuant to such other written agreements as may be entered into by Bank and Borrower1998.
Appears in 1 contract
Samples: Credit Agreement (Loislaw Com Inc)
Requests for Advances. Except as hereinafter provided, Borrower may request a Revolving Loan by submitting to Bank a Request for Advance by an authorized officer or other representative of Borrower, subject to the following:
(a) each such Request for Any Advance shall includemay be made upon the request of Borrower (if an individual), without limitationany of the undersigned (if Borrower consists of more than one individual), the proposed amount any person or persons authorized in subsection (b) of such Revolving Loan this Section 14, and the proposed Disbursement Date, which date must be a Business Day;any person or persons otherwise authorized to execute and deliver promissory notes to Lender on behalf of Borrower.
(b) each such Request for Advance shall be communicated Borrower hereby authorizes any one of the following individuals to Bank within the time periods set forth request Advances: unless Lender is otherwise instructed in the Note;writing.
(c) In addition to Advances requested and disbursed as set forth in Sections 14(a) and (b), presentation of drafts or other requests for payment by a Request manufacturer, distributor or other supplier of vehicles ("Seller") for Advancewhose benefit Lender has executed a debit or draft authorization (or similar agreement) for the purpose of enabling Borrower to acquire vehicle inventory shall be deemed to be a request by Borrower for an Advance in the amount of, once communicated and in payment of, such draft or request. Borrower hereby authorizes Lender to Bank, shall not be revocable by Borrower;make Advances in the amount of each such draft or request and to pay the proceeds thereof to the applicable Seller.
(d) each Request for AdvanceAll Advances shall be disbursed by deposit directly to Borrower's account number with Lender, once communicated by cashier's check issued to BankBorrower, or by payment to any Seller.
(e) Borrower agrees that Lender shall constitute a representationhave no obligation to verify the identity of any person making any request pursuant to this Section 14, warranty and certification by Borrower as assumes all risks of the date thereof that:
(i) both before validity and after the making authorization of such Revolving Loanrequests. In consideration of Lender agreeing, the obligations set forth in the Loan Documents are and shall be validat its sole discretion, binding and enforceable obligations of each Loan Partyto make Advances upon such requests, as applicable;
(ii) all terms and conditions precedent Borrower promises to the making of such Revolving Loan have been satisfied or waived by Bank pay holder, in accordance with the provisions of this Agreementnote, the Principal Balance together with interest thereon and shall remain satisfied through the date of such Revolving Loan;
(iii) the making of such Revolving Loan will not cause the aggregate outstanding principal amount of all Revolving Loans plus the Letter of Credit Liabilities to exceed the Revolving Credit Maximum Amount;
(iv) no Default or Event of Default shall have occurred and is continuingother sums due hereunder, and none will exist or arise upon the making of such Revolving Loan;
(v) the representations and warranties contained in the Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of the making of such Revolving Loan, except to the extent such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; and
(vi) the Request for Advance will not violate the terms or conditions of although any contract, indenture, agreement or other borrowing of Borrower, except to the extent that such terms or conditions Advances may have been waived requested by a person or that failure to comply with any such terms or conditions would persons not have a Material Adverse Effect. Bank may elect (but without any obligation authorized to do so) to make a Revolving Loan upon the telephonic or facsimile request of Borrower, provided that Borrower has first executed and delivered to Bank a Telephone Notice Authorization. If any such Revolving Loan based upon a telephonic or facsimile request is made by Borrower, Bank may require Borrower to confirm said telephonic or facsimile request in writing by delivering to Bank, on or before 11:00 a.m. (Dallas, Texas time) on the next Business Day following the Disbursement Date of such Revolving Loan, a duly executed written Request for Advance, and all other provisions of this Section 1 shall be applicable with respect to such Revolving Loan. In addition, Borrower may authorize the Bank to automatically make Revolving Loans pursuant to such other written agreements as may be entered into by Bank and Borrower.
Appears in 1 contract
Samples: Loan Agreement (Lithia Motors Inc)
Requests for Advances. Except as hereinafter provided, Borrower Borrowers may request a Revolving Loan by submitting to Bank Agent a Request for Advance by an authorized officer or other representative of BorrowerBorrowers, subject to the following:
(a) each such Request for Advance shall include, without limitation, the proposed amount of such Revolving Loan and the proposed Disbursement Date, which date must be a Business Day;
(b) each such Request for Advance shall be communicated to Bank within Agent by 1:00 p.m. (Dallas, Texas time) on the time periods set forth in the Noteproposed Disbursement Date;
(c) a Request for Advance, once communicated to BankAgent, shall not be revocable by BorrowerBorrowers;
(d) each Request for Advance, once communicated to BankAgent, shall constitute a representation, warranty and certification by Borrower Borrowers as of the date thereof that:
(i) both before and after the making of such Revolving Loan, the obligations set forth in the Loan Documents are and shall be valid, binding and enforceable obligations of each Loan Party, as applicable;
(ii) all terms and conditions precedent to the making of such Revolving Loan have been satisfied or waived by Bank in accordance with this Agreementsatisfied, and shall remain satisfied through the date of such Revolving Loan;
(iii) the making of such Revolving Loan will not cause the aggregate outstanding principal amount of all Revolving Loans plus the Letter of Credit Liabilities to exceed the Revolving Credit Maximum Amount;
(iv) no Default or Event of Default shall have occurred and is continuingor be in existence, and none will exist or arise upon the making of such Revolving Loan;
(v) the representations and warranties contained in the Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of the making of such Revolving Loan, except to the extent such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; and
(vi) the Request for Advance will not violate the terms or conditions of any contract, indenture, agreement or other borrowing of Borrower, except to the extent that such terms or conditions have been waived or that failure to comply with any such terms or conditions would not have a Material Adverse EffectLoan Party. Bank Agent may elect (but without any obligation to do so) to make a Revolving Loan upon the telephonic or facsimile request of BorrowerBorrowers, provided that Borrower has Borrowers have first executed and delivered to Bank Agent a Telephone Notice Authorization. If any such Revolving Loan based upon a telephonic or facsimile request is made by BorrowerBorrowers, Bank Agent may require Borrower Borrowers to confirm said telephonic or facsimile request in writing by delivering to BankAgent, on or before 11:00 a.m. (Dallas, Texas time) on the next Business Day following the Disbursement Date of such Revolving Loan, a duly executed written Request for Advance, and all other provisions of this Section 1 shall be applicable with respect to such Revolving Loan. In additionUpon receipt of any such Request for Advance, Borrower Agent shall give each Bank prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met, each Bank will on the date requested promptly remit to Agent at Agent’s office in Dallas, Texas the amount of such Bank’s new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any conditions precedent to such Loans have been neither met nor waived as provided herein, Agent shall promptly make such Loans available to Borrowers. Unless Agent shall have received prompt notice from a Bank that such Bank will not make available to Agent such Bank’s new Loan, Agent may authorize in its discretion assume that such Bank has made such Loan available to Agent in accordance with this section and Agent may if it chooses, in reliance upon such assumption, make such Loan available to Borrowers. If and to the extent such Bank shall not so make its new Loan available to Agent, such Bank and Borrowers severally agree to pay or repay to Agent within three days after demand the amount of such Loan together with interest thereon, for each day from the date such amount was made available to Borrowers until the date such amount is paid or repaid to Agent, with interest at the Federal Funds Rate, if such Bank is making such payment and the interest rate applicable at the time to the other new Loans made on such date, if Borrowers are making such repayment. If neither such Bank nor Borrowers pay or repay to Agent such amount within such three-day period, Agent shall in addition to such amount be entitled to recover from such Bank and from Borrowers, on demand, interest thereon at the Default Rate, calculated from the date such amount was made available to Borrowers. The failure of any Bank to automatically make Revolving Loans pursuant any new Loan to be made by it hereunder shall not relieve any other Bank of its obligation hereunder, if any, to make its new Loan, but no Bank shall be responsible for the failure of any other Bank to make any new Loan to be made by such other written agreements as may be entered into by Bank and BorrowerBank.
Appears in 1 contract
Requests for Advances. Except as hereinafter provided, Borrower may request a Revolving Loan by submitting to Bank a Request for Advance by an authorized officer or other representative of Borrower, subject to the following:
(a) each such Request for Advance shall include, without limitation, the proposed amount of such Revolving Loan and the proposed Disbursement Date, which date must be a Business Day;
(b) each such Request for Advance shall be communicated to Bank within by 11:00 a.m. (Houston, Texas time) on the time periods set forth in the Noteproposed Disbursement Date;
(c) a Request for Advance, once communicated to Bank, shall not be revocable by Borrower;
(d) each Request for Advance, once communicated to Bank, shall constitute a representation, warranty and certification by Borrower as of the date thereof that:
(i) both before and after the making of such Revolving Loan, the obligations set forth in the Loan Documents are and shall be valid, binding and enforceable obligations of each Loan Party, as applicable;
(ii) all terms and conditions precedent to the making of such Revolving Loan have been satisfied or waived by Bank in accordance with this Agreementsatisfied, and shall remain satisfied through the date of such Revolving Loan;
(iii) the making of such Revolving Loan will not cause the aggregate outstanding principal amount of all Revolving Loans plus the Letter of Credit Liabilities to exceed the Revolving Credit Maximum Amount;
(iv) no Default or Event of Default shall have occurred and is continuingor be in existence, and none will exist or arise upon the making of such Revolving Loan;
(v) the representations and warranties contained in the Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of the making of such Revolving Loan, except to the extent such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; and;
(vi) the Request for Advance will not violate the terms or conditions of any contract, indenture, agreement or other borrowing of Borrower, except any Loan Party; and
(vii) after giving effect to the extent that such terms or conditions have been waived or that failure to comply Request for Advance, Borrower will remain in compliance with any such terms or conditions would not have a Material Adverse Effectthe Asset Coverage Ratio in Section 4.4(d) of the Agreement. Bank may elect (but without any obligation to do so) to make a Revolving Loan upon the telephonic or facsimile request of Borrower, provided that Borrower has first executed and delivered to Bank a Telephone Notice Authorization. If any such Revolving Loan based upon a telephonic or facsimile request is made by Borrower, Bank may require Borrower to confirm said telephonic or facsimile request in writing by delivering to Bank, on or before 11:00 a.m. (DallasHouston, Texas time) on the next Business Day following the Disbursement Date of such Revolving Loan, a duly executed written Request for Advance, and all other provisions of this Section 1 shall be applicable with respect to such Revolving Loan. In addition, Borrower may authorize the Bank to automatically make Revolving Loans pursuant to such other written agreements as may be entered into by Bank and Borrower.
Appears in 1 contract
Samples: Credit Agreement (Englobal Corp)
Requests for Advances. Except as hereinafter provided, Borrower may request a Revolving Loan by submitting to Bank a Each Advance Request for Advance by an authorized officer or other representative of Borrower, subject to the following:
(a) each such Request for Advance shall include, without limitation, the proposed amount of such Revolving Loan and the proposed Disbursement Date, which date must be a Business Day;
(b) each such Request for Advance shall be communicated to Bank within the time periods set forth in the Note;
(c) a Request for Advance, once communicated to Bank, shall not be revocable by Borrower;
(d) each Request for Advance, once communicated to Bank, shall constitute a representation, warranty and certification by Borrower as of the date thereof thatshall:
(i) both before and after the making of such Revolving Loan, the obligations set forth Be in the Loan Documents are and shall be valid, binding and enforceable obligations of each Loan Party, as applicablewriting;
(ii) Be accompanied by a sworn written certificate containing all terms of the certifications required to be included in the certificate described in Section 4.2 above and conditions precedent to the making dated as of such Revolving Loan have been satisfied or waived by Bank in accordance with this Agreement, and shall remain satisfied through the date of such Revolving LoanAdvance Request;
(iii) Specify the making of such Revolving Loan will not cause the aggregate outstanding principal amount of all Revolving Loans plus the Letter Advance requested, and designate the Applicable Underlying Loan(s) to which the proceeds of Credit Liabilities to exceed the Revolving Credit Maximum Amountsuch Advance pertain;
(iv) Certify the amount of the then current Borrowing Base of the Applicable Underlying Loan(s) in question;
(v) Confirm that all representations and warranties of Borrower contained in this Agreement are true and correct as of the date of the Advance Request and, after giving effect to the making of the requested Advance, will be true and correct as of the date on which the requested Advance is to be made;
(vi) State that no Default or Event of Default shall have occurred and is continuingexists as of the date of the Advance Request and, and none will exist or arise upon after giving effect to the making of such Revolving Loanrequested Advance, no Default or Event of Default would exist as of the date on which the requested Advance is to be made;
(vvii) Be delivered to the representations office of Lender as set forth in Section 11.1 hereof and warranties contained to Servicing Agent at its address as set forth in the Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as Servicing Agreement at least ten (10) Business Days prior to the date of the making requested Advance;
(viii) Be signed by a duly authorized officer of such Revolving LoanBorrower;
(ix) As to each Applicable Underlying Loan in respect of which the requested Advance is sought, except contain Borrower's sworn written certificate to the effect that, to the extent applicable:
(A) It has received no notice of any asserted or threatened defense, offset, counterclaim, discount, or allowance in respect of each Consumer Note Receivable to be pledged to Lender through a collateral assignment of all of Borrower's right, title, and interest therein in connection with such representations and warranties specifically refer to an earlier daterequested Advance or in respect of any previously Pledged Consumer Notes Receivable;
(B) It has received no notice of any asserted or threatened defense, offset, counterclaim, discount, or allowance in which case they shall be true and correct in all material respects as respect of such earlier dateany Pledged Note Receivable; and
(viC) It has received such additional items as Lender shall reasonably require, including, without limitation, an aging report of the Request Pledged Consumer Notes Receivable and a delinquency report showing which Consumer Notes Receivable for the subject Advance will not violate are more than thirty (30) days' contractually past due and the terms or conditions duration of any contract, indenture, agreement or other borrowing of Borrower, except each delinquency. Both reports shall be in form and substance satisfactory to the extent that such terms or conditions have been waived or that failure to comply with any such terms or conditions would not have a Material Adverse Effect. Bank may elect (but without any obligation to do so) to make a Revolving Loan upon the telephonic or facsimile request of Borrower, provided that Borrower has first executed and delivered to Bank a Telephone Notice Authorization. If any such Revolving Loan based upon a telephonic or facsimile request is made by Borrower, Bank may require Borrower to confirm said telephonic or facsimile request in writing by delivering to Bank, on or before 11:00 a.m. (Dallas, Texas time) on the next Business Day following the Disbursement Date of such Revolving Loan, a duly executed written Request for Advance, and all other provisions of this Section 1 shall be applicable with respect to such Revolving Loan. In addition, Borrower may authorize the Bank to automatically make Revolving Loans pursuant to such other written agreements as may be entered into by Bank and BorrowerLender.
Appears in 1 contract
Requests for Advances. Except as hereinafter provided, Borrower may Each request a Revolving Loan by submitting to Bank a Request for an Advance by an authorized officer or other representative of Borrower, subject to the following:
(a) each such Request for Advance shall include, without limitation, the proposed amount of such Revolving Loan and the proposed Disbursement Date, which date must be a Business Day;
(b) each such Request for Advance shall be communicated to Bank within the time periods set forth in the Note;
(c) a Request for Advance, once communicated to Bank, shall not be revocable by Borrower;
(d) each Request for Advance, once communicated to Bank, shall constitute a representation, warranty and certification by Borrower as of the date thereof thatshall:
(i) both before be in writing in form attached hereto as Exhibit D, certify the amount of the then-current Borrowing Base and after specify the making principal amount of the Advance requested and designate the Borrower's account to which the proceeds of such Revolving Loan, the obligations set forth in the Loan Documents Advance are and shall to be valid, binding and enforceable obligations of each Loan Party, as applicabletransferred;
(ii) all terms state that the representations and conditions precedent warranties of Borrower contained in the Agreement and any closing or funding related certifications are true and correct as of the date of the request and, after giving effect to the making of such Revolving Loan have been satisfied or waived by Bank in accordance with this Agreementrequested Advance, will be true and shall remain satisfied through correct as of the date of such Revolving Loanon which the requested Advance is to be made;
(iii) the making of such Revolving Loan will not cause the aggregate outstanding principal amount of all Revolving Loans plus the Letter of Credit Liabilities to exceed the Revolving Credit Maximum Amount;
(iv) state that no Default or Event of Default shall have occurred and is continuingexists as of the date of the request and, and none will exist or arise upon after giving effect to the making of such Revolving Loanrequested Advance, no Default or Event of Default would exist as of the date on which the requested Advance is to be made;
(iv) be delivered to the office of Agent at least five (5) Business Days prior to the date of the requested Advance;
(v) the representations and warranties contained be signed by a principal financial officer of Borrower;
(vi) certify that Borrower has no knowledge of any asserted or threatened defense, offset, counterclaim, discount or allowance in the Loan Documents are true and correct respect of each Note Receivable to be pledged in all material respects and shall be true and correct connection with such requested Advance, or in all material respects as respect of any of the making Pledged Notes Receivable;
(vii) contain an aging report of such Revolving Loanthe Pledged Notes Receivable; identifying, except to the extent such representations and warranties specifically refer to an earlier dateamong other things, in which case they shall be true and correct in all material respects as of such earlier dateamong them are Eligible Notes Receivable; and
(viviii) the Request for Advance will not violate the terms or conditions of any contract, indenture, agreement or other borrowing of Borrower, except contain a delinquency report which shall be in form and substance satisfactory to the extent that such terms or conditions have been waived or that failure to comply with any such terms or conditions would not have a Material Adverse Effect. Bank may elect (but without any obligation to do so) to make a Revolving Loan upon the telephonic or facsimile request of Borrower, provided that Borrower has first executed Agent and delivered to Bank a Telephone Notice Authorization. If any such Revolving Loan based upon a telephonic or facsimile request is made by Borrower, Bank may require Borrower to confirm said telephonic or facsimile request in writing by delivering to Bank, on or before 11:00 a.m. (Dallas, Texas time) on the next Business Day following the Disbursement Date shall show which of such Revolving Loan, a duly executed written Request for AdvanceNotes Receivable is delinquent and the duration of such delinquency, and all other provisions which of this Section 1 shall be applicable with respect to such Revolving Loan. In addition, Borrower may authorize the Bank to automatically make Revolving Loans pursuant to such other written agreements as may be entered into by Bank and Borrower.Pledged Notes Receivable is not an Eligible Note Receivable;
Appears in 1 contract
Samples: Loan and Security Agreement (Silverleaf Resorts Inc)
Requests for Advances. Except as hereinafter provided, Borrower may Each request a Revolving Loan by submitting to Bank a Request for an Advance by an authorized officer or other representative of Borrower, subject to the following:
(a) each such Request for Advance shall include, without limitation, the proposed amount of such Revolving Loan and the proposed Disbursement Date, which date must be a Business Day;
(b) each such Request for Advance shall be communicated to Bank within the time periods set forth in the Note;
(c) a Request for Advance, once communicated to Bank, shall not be revocable by Borrower;
(d) each Request for Advance, once communicated to Bank, shall constitute a representation, warranty and certification by Borrower as of the date thereof thatshall:
(i) both before be in writing in form attached hereto as Exhibit C and after shall certify the making amount of the then-current Borrowing Base and specify the principal amount of the Advance requested and designate the account to which the proceeds of such Revolving Loan, the obligations set forth in the Loan Documents Advance are and shall to be valid, binding and enforceable obligations of each Loan Party, as applicabletransferred;
(ii) all terms state that the representations and conditions precedent warranties of Borrower contained in the Agreement and any closing or funding related certifications are true and correct as of the date of the request and, after giving effect to the making of such Revolving Loan have been satisfied or waived by Bank in accordance with this Agreementrequested Advance, will be true and shall remain satisfied through correct as of the date of such Revolving Loanon which the requested Advance is to be made;
(iii) the making of such Revolving Loan will not cause the aggregate outstanding principal amount of all Revolving Loans plus the Letter of Credit Liabilities to exceed the Revolving Credit Maximum Amount;
(iv) state that no Default or Event of Default shall have occurred and is continuingexists as of the date of the request and, and none will exist or arise upon after giving effect to the making of such Revolving Loanrequested Advance, no Default or Event of Default would exist as of the date on which the requested Advance is to be made;
(iv) be delivered to the office of Agent at least five (5) Business Days prior to the date of the requested Advance;
(v) the representations and warranties contained be signed by a principal financial officer of Borrower;
(vi) certify that Borrower has no knowledge of any asserted or threatened defense, offset, counterclaim, discount or allowance in the Loan Documents are true and correct respect of each Note Receivable to be pledged in all material respects and shall be true and correct connection with such requested Advance, or in all material respects as respect of any of the making Pledged Notes Receivable;
(vii) contain an aging report of such Revolving Loanthe Pledged Notes Receivable; identifying, except to the extent such representations and warranties specifically refer to an earlier dateamong other things, in which case they shall be true and correct in all material respects as of such earlier dateamong them are Eligible Notes Receivable; and
(viviii) the Request for Advance will not violate the terms or conditions of any contract, indenture, agreement or other borrowing of Borrower, except contain a delinquency report which shall be in form and substance satisfactory to the extent that such terms or conditions have been waived or that failure to comply with any such terms or conditions would not have a Material Adverse Effect. Bank may elect (but without any obligation to do so) to make a Revolving Loan upon the telephonic or facsimile request of Borrower, provided that Borrower has first executed Agent and delivered to Bank a Telephone Notice Authorization. If any such Revolving Loan based upon a telephonic or facsimile request is made by Borrower, Bank may require Borrower to confirm said telephonic or facsimile request in writing by delivering to Bank, on or before 11:00 a.m. (Dallas, Texas time) on the next Business Day following the Disbursement Date shall show which of such Revolving Loan, a duly executed written Request for AdvanceNotes Receivable is delinquent and the duration of such delinquency, and all other provisions which of this Section 1 shall be applicable with respect to such Revolving Loan. In addition, Borrower may authorize the Bank to automatically make Revolving Loans pursuant to such other written agreements as may be entered into by Bank and Borrower.Pledged Notes Receivable is not an Eligible Note Receivable;
Appears in 1 contract
Requests for Advances. Except as hereinafter providedPrior to 11:00 a.m. Dallas time, on the date requested by Borrower for the making of any Advances, Borrower may must give to Agent written notice, or telephonic notice promptly confirmed in writing, of such request, after which Agent shall give each Lender prompt notice thereof. Each such written request a Revolving Loan by submitting to Bank a or confirmation must be made in the form and substance of the "Request for Advance Advances" attached hereto as Exhibit B, duly completed and signed by an authorized officer or other representative Authorized Officer of Borrower, subject Parent and DEOC. Each such telephonic request shall be deemed a representation, warranty, acknowledgement and agreement by Borrower, Parent and DEOC as to the following:
(a) matters which are required to be set out in such written confirmation. If all conditions precedent to such Advances have been met, each such Request for Advance shall include, without limitation, Lender will promptly remit to Agent in favor of Borrower the proposed amount of such Revolving Loan Lender's Advance in immediately available funds, and the proposed Disbursement Date, which date must be a Business Day;
(b) each such Request for Advance shall be communicated to Bank within the time periods set forth in the Note;
(c) a Request for Advance, once communicated to Bank, shall not be revocable by Borrower;
(d) each Request for Advance, once communicated to Bank, shall constitute a representation, warranty and certification by Borrower as of the date thereof that:
(i) both before and after the making upon receipt of such Revolving Loanfunds, the obligations set forth in the Loan Documents are and shall be valid, binding and enforceable obligations of each Loan Party, as applicable;
(ii) all terms and unless to its actual knowledge any conditions precedent to the making of such Revolving Loan Advances have neither been satisfied or met nor waived by Bank Lenders as provided herein, Agent shall promptly make the Advances available to Borrower in immediately available funds at Agent's office in Dallas, Texas. Each Request for Advances shall be irrevocable and binding on Borrower. Unless Agent shall have received prompt notice from a Lender that such Lender will not make available to Agent such Lender's Advance, Agent may in its discretion assume that such Lender has made such Advance available to Agent in accordance with this Agreementsection and Agent may if it chooses, in reliance upon such assumption, make such Advance available to Borrower. If and shall remain satisfied through the date of such Revolving Loan;
(iii) the making of such Revolving Loan will not cause the aggregate outstanding principal amount of all Revolving Loans plus the Letter of Credit Liabilities to exceed the Revolving Credit Maximum Amount;
(iv) no Default or Event of Default shall have occurred and is continuing, and none will exist or arise upon the making of such Revolving Loan;
(v) the representations and warranties contained in the Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of the making of such Revolving Loan, except to the extent such representations Lender shall not so make its Advance available to Agent, such Lender and warranties specifically refer Borrower severally agree to an earlier pay or repay to Agent within three days after demand the amount of such Advance together with interest thereon, for each day from the date such amount is made available to Borrower until the date such amount is paid or repaid to Agent, at the interest rate applicable at the time to the other Advances made on such date. The failure of any Lender to make any Advance to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, in which case they if any, to make its Advance, but no Lender shall be true and correct in all material respects as of such earlier date; and
(vi) responsible for the Request for Advance will not violate the terms or conditions failure of any contract, indenture, agreement or other borrowing of Borrower, except to the extent that such terms or conditions have been waived or that failure to comply with any such terms or conditions would not have a Material Adverse Effect. Bank may elect (but without any obligation to do so) Lender to make a Revolving Loan upon the telephonic or facsimile request of Borrower, provided that Borrower has first executed and delivered any Advance to Bank a Telephone Notice Authorization. If any such Revolving Loan based upon a telephonic or facsimile request is be made by Borrower, Bank may require Borrower to confirm said telephonic or facsimile request in writing by delivering to Bank, on or before 11:00 a.m. (Dallas, Texas time) on the next Business Day following the Disbursement Date of such Revolving Loan, a duly executed written Request for Advance, and all other provisions of this Section 1 shall be applicable with respect to such Revolving Loan. In addition, Borrower may authorize the Bank to automatically make Revolving Loans pursuant to such other written agreements as may be entered into by Bank and BorrowerLender.
Appears in 1 contract
Requests for Advances. Except as hereinafter provided, Borrower may Each request a Revolving for an Advance under the Loan by submitting to Bank a Request for Advance by an authorized officer or other representative of Borrower, subject to the following:
(a) each such Request for Advance shall include, without limitation, the proposed amount of such Revolving Loan and the proposed Disbursement Date, which date must be a Business Day;
(b) each such Request for Advance shall be communicated to Bank within completed on the time periods set forth in appropriate form attached hereto as Exhibit "I" attached hereto and incorporated herein by this reference (the Note;
(c"Advance Request") a Request for Advance, once communicated to Bank, shall not be revocable by Borrower;
(d) each Request for Advance, once communicated to Bank, shall constitute a representation, warranty and certification by Borrower as of the date thereof thatshall:
(i) both before and after the making of such Revolving Loan, the obligations set forth Be in writing (in the Loan Documents are and shall be valid, binding and enforceable obligations form of each Loan Party, as applicableExhibit "I");
(ii) all terms and conditions precedent to Specify the making principal amount of such Revolving Loan have been satisfied or waived by Bank in accordance with this Agreement, and shall remain satisfied through the date of such Revolving LoanAdvance requested;
(iii) Confirm the making of such Revolving Loan will not cause the aggregate outstanding principal amount of all Revolving Loans plus the Letter of Credit Liabilities to exceed the Revolving Credit Maximum Amountthen current Borrowing Base (and provide back up as requested by Lender);
(iv) Confirm that all representations and warranties of Borrower contained in this Agreement are true and correct as of the date of the Advance Request and, after giving effect to the making of the requested Advance, will be true and correct as of the date on which the Advance is to be made;
(v) State that no Default or Event of Default exists as of the date of the Advance Request and, after giving effect to the making of such Advance, no Default or Event of Default would exist as of the date on which the Advance is to be made;
(vi) Be delivered to the office of Lender as set forth in Section 11.1 hereof at least five (5) Business Days prior to the date of the requested Advance;
(vii) Be signed by a duly authorized officer of Borrower;
(viii) Be accompanied by Borrower's sworn written certificate to the effect that, to the best knowledge of Borrower and to the extent applicable, Borrower:
(A) Has received no notice of any asserted or threatened defense, offset, counterclaim, discount, or allowance in respect of each Eligible Note Receivable to be pledged to Lender through a collateral assignment of all of Borrower's right, title, and interest therein in connection with such Advance; and
(B) Has received no notice of any asserted or threatened defense, offset, counterclaim, discount, or allowance in respect of any Eligible Note Receivable or Pledged Note Receivable.
(ix) Be accompanied by such additional items as Lender shall have reasonably require, including, without limitation:
(A) An aging report, in form and substance satisfactory to Lender in its sole discretion, on the applicable Pledged Notes Receivable; and
(B) A delinquency report, in form and substance satisfactory to Lender in its sole discretion, showing which Notes Receivable in connection with the Advance are contractually past due and the duration of each such delinquency. RECEIVABLES LOAN AND SECURITY AGREEMENT
(x) Provided that no Default or Event of Default hereunder has occurred and is continuing, and none will exist or arise upon the making of such Revolving Loan;
(v) the representations and warranties contained in the Loan Documents are true and correct in all material respects and each Advance shall be true and correct in all material respects as made within three (3) Business Days following the last to occur of (a) Lender's receipt of the making of such Revolving LoanAdvance Request (as hereinafter defined) and all items required to be submitted to Lender hereunder, except including but not limited to those items referenced in this Section 4.2 (to the extent such representations applicable) and warranties specifically refer (b) Lender's receipt of a written certification from Custodian that confirms that Custodian has in its possession each of the documents, instruments, and other items required to an earlier datebe delivered to Custodian pursuant to the Custodial Agreement (unless Lender, in which case they shall be true and correct in all material respects as its sole discretion, has elected to take possession of such earlier date; and
(vi) the Request for Advance will not violate the terms or conditions of any contractdocuments, indenture, agreement or other borrowing of Borrower, except to the extent that such terms or conditions have been waived or that failure to comply with any such terms or conditions would not have a Material Adverse Effect. Bank may elect (but without any obligation to do so) to make a Revolving Loan upon the telephonic or facsimile request of Borrower, provided that Borrower has first executed and delivered to Bank a Telephone Notice Authorization. If any such Revolving Loan based upon a telephonic or facsimile request is made by Borrower, Bank may require Borrower to confirm said telephonic or facsimile request in writing by delivering to Bank, on or before 11:00 a.m. (Dallas, Texas time) on the next Business Day following the Disbursement Date of such Revolving Loan, a duly executed written Request for Advanceinstruments, and all other provisions of this Section 1 shall be applicable with respect to such Revolving Loan. In addition, Borrower may authorize the Bank to automatically make Revolving Loans pursuant to such other written agreements as may be entered into by Bank and Borroweritems itself).
Appears in 1 contract
Samples: Receivables Loan and Security Agreement (Silverleaf Resorts Inc)
Requests for Advances. Except as hereinafter provided, Borrower may request a Revolving Loan by submitting to Bank a Request for Advance by an authorized officer or other representative of Borrower, subject to the following:
(a) each such Request for Advance shall include, without limitation, limitations the proposed amount of such Revolving Loan and the proposed Disbursement Date, which date must be a Business Day;
(b) each such Request for Advance shall be communicated conununicated to Bank within by 1:00 p.m. (Dallas, Texas time) on the time periods set forth in the Noteproposed Disbursement Date;
(c) a Request for Advance, once communicated conununicated to Bank, shall not be revocable by Borrower;
(d) each Request for Advance, once communicated conununicated to Bank, shall constitute a representation, warranty and certification by Borrower as of the date thereof that:
(i) both before and after the making of such Revolving Loan, the obligations set forth in the Loan Documents are and shall be valid, binding and enforceable obligations of each Loan Borrower Party, as applicable;
(ii) all terms and conditions precedent to the making ttie triaking of such Revolving Loan have been satisfied or waived by Bank in accordance with this Agreementsatisfied, and shall remain satisfied through the date of such Revolving Loan;
(iii) the making of such Revolving Loan will not cause the aggregate outstanding principal amount of all Revolving Loans plus the Letter of Credit Liabilities to exceed the Revolving Credit Maximum Amount;
(iv) no Default or Event of Default shall have occurred and is continuingor be in existence, and none will exist or arise upon the making of such Revolving Loan;
(v) the representations and warranties contained contains in the Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of the making of such Revolving Loan, except to the extent such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; and
(vi) the Request for Advance will not violate the terms or conditions of any contract, indenture, agreement or other borrowing of Borrower, except to the extent that such terms or conditions have been waived or that failure to comply with any such terms or conditions would not have a Material Adverse EffectBorrower Party. Bank may elect (but without any obligation to do so) to make a Revolving Loan upon the telephonic or facsimile facsimiled request of Borrower, provided that Borrower has first executed and delivered to Bank a Telephone Notice Authorization. If any such Revolving Loan based upon a telephonic or facsimile facsimiled request is made by Borrower, Bank may require Borrower to confirm said telephonic or facsimile facsimiled request in writing writint, by delivering deliverin- to Bank, on or before 11:00 a.m. (Dallas, Texas time) on the next Business Day following the Disbursement Date of such Revolving Loan, a duly executed written Request for Advance, forAdvance,and all other provisions of this Section 1 shall be applicable with respect to such Revolving Loan. In addition, Borrower may authorize the Bank to automatically make Revolving Loans pursuant to such other written agreements as may be entered into by Bank and Borrower.
Appears in 1 contract
Samples: Credit Agreement (Asd Systems Inc)
Requests for Advances. Except as hereinafter provided, Borrower may Each request a Revolving Loan by submitting to Bank a Request for an Advance by an authorized officer or other representative of Borrower, subject to the following:
(a) each such Request for Advance shall include, without limitation, the proposed amount of such Revolving Loan and the proposed Disbursement Date, which date must be a Business Day;
(b) each such Request for Advance shall be communicated to Bank within the time periods set forth in the Note;
(c) a Request for Advance, once communicated to Bank, shall not be revocable by Borrower;
(d) each Request for Advance, once communicated to Bank, shall constitute a representation, warranty and certification by Borrower as of the date thereof thatshall:
(i) both before be in writing in form attached hereto as Exhibit C and after shall certify the making amount of the then-current Borrowing Base, specify the principal amount of the Advance requested and designate the account to which the proceeds of such Revolving Loan, the obligations set forth in the Loan Documents Advance are and shall to be valid, binding and enforceable obligations of each Loan Party, as applicabletransferred;
(ii) all terms state that the representations and conditions precedent warranties of the Borrower contained in the Agreement and any closing or funding related certifications are true and correct as of the date of the request and, after giving effect to the making of such Revolving Loan have been satisfied or waived by Bank in accordance with this Agreementrequested Advance, will be true and shall remain satisfied through correct as of the date of such Revolving Loanon which the requested Advance is to be made;
(iii) the making of such Revolving Loan will not cause the aggregate outstanding principal amount of all Revolving Loans plus the Letter of Credit Liabilities to exceed the Revolving Credit Maximum Amount;
(iv) state that no Default or Event of Default shall have occurred and is continuingexists as of the date of the request and, and none will exist or arise upon after giving effect to the making of such Revolving Loanrequested Advance, no Default or Event of Default would exist as of the date on which the requested Advance is to be made;
(iv) be delivered to the office of Agent at least ten (10) Business Days prior to the date of the requested Advance;
(v) the representations and warranties contained in the Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as signed by a principal financial officer of the making Borrower;
(vi) certify that the Borrower has no knowledge of any asserted or threatened defense, offset, counterclaim, discount or allowance in respect of each Note Receivable to be pledged in connection with such Revolving Loanrequested Advance, except to or in respect of any of the extent such representations and warranties specifically refer to Pledged Notes Receivable;
(vii) contain an earlier dateaging report of the Pledged Notes Receivable; identifying, in among other things, which case they shall be true and correct in all material respects as of such earlier dateamong them are Eligible Notes Receivable; and
(viviii) the Request for Advance will not violate the terms or conditions of any contract, indenture, agreement or other borrowing of Borrower, except contain a delinquency report which shall be in form and substance satisfactory to the extent that such terms or conditions have been waived or that failure to comply with any such terms or conditions would not have a Material Adverse Effect. Bank may elect (but without any obligation to do so) to make a Revolving Loan upon the telephonic or facsimile request of Borrower, provided that Borrower has first executed Agent and delivered to Bank a Telephone Notice Authorization. If any such Revolving Loan based upon a telephonic or facsimile request is made by Borrower, Bank may require Borrower to confirm said telephonic or facsimile request in writing by delivering to Bank, on or before 11:00 a.m. (Dallas, Texas time) on the next Business Day following the Disbursement Date shall show which of such Revolving Loan, a duly executed written Request for AdvanceNotes Receivable is delinquent and the duration of such delinquency, and all other provisions which of this Section 1 shall be applicable with respect to such Revolving Loan. In addition, Borrower may authorize the Bank to automatically make Revolving Loans pursuant to such other written agreements as may be entered into by Bank and Borrower.Pledged Notes Receivable is not an Eligible Notes Receivable;
Appears in 1 contract
Samples: Loan, Security and Agency Agreement (Silverleaf Resorts Inc)
Requests for Advances. Except as hereinafter provided, Borrower may A request a Revolving Loan by submitting to Bank a Request for Advance by an authorized officer or other representative of Borrower, subject to the following:
(a) each such Request for Advance shall include, without limitation, the proposed amount of such Revolving Loan and the proposed Disbursement Date, which date must be a Business Day;
(b) each such Request for Advance shall be communicated made, or shall be deemed to Bank within the time periods set forth be made, in the Note;
(c) a Request for Advance, once communicated to Bank, shall not be revocable by Borrower;
(d) each Request for Advance, once communicated to Bank, shall constitute a representation, warranty and certification by Borrower as of the date thereof thatfollowing manner:
(i) both before a Financial Officer of the Borrowers (or another authorized representative designated by a Financial Officer of the Borrowers and after listed on Schedule 2.2 hereto) shall deliver to the making Agent a Notice of such Revolving LoanProposed Advance/Conversion/ Continuation in the form of Exhibit B hereto (the "Borrowing Notice") not later than 11:00 a.m. (New York time) on the Business Day of the proposed Advance. The Borrowing Notice shall contain the information requested therein including, without limitation, a statement that an Advance is requested, the obligations set forth amount of the proposed Advance and the date of the proposed Advance. Unless the Agent has received notice in accordance with the Loan Documents are and provisions of Section 4.6(c) that a Lender will not make available to the Agent such Lender's ratable portion of an Advance because of a Default or Event of Default, the Agent shall use commercially reasonable efforts to disburse the proceeds of each Advance not later than 3:30 p.m. (New York time) on the Business Day a Borrowing Notice is received. The Borrowing Notice shall be validgiven in accordance with the provisions of this Section 2.2 hereof; provided, binding and enforceable obligations however, that upon written notice from Agent, the Parent shall thereafter include in each Borrowing Notice the amount of each Loan Party, as applicable;Excess Availability after giving effect to such requested Advance,
(ii) all terms and conditions precedent unless payment is otherwise made by the Borrowers, the becoming due of any amount required to be paid under this Agreement or any of the making of Notes as interest shall be deemed to be a request for an Advance on the due date in the amount required to pay such Revolving Loan have been satisfied or waived by Bank in accordance with this Agreement, and shall remain satisfied through the date of such Revolving Loan;interest,
(iii) unless payment is otherwise made by the making Borrowers, the becoming due of any other Secured Obligation (other than Ledger Debt) shall be deemed to be a request for an Advance on the due date in the amount then so due, and such Revolving Loan will not cause the aggregate outstanding principal amount of all Revolving Loans plus the Letter of Credit Liabilities to exceed the Revolving Credit Maximum Amount;request shall be irrevocable,
(iv) no Default or Event the receipt by the Agent of Default notification from an Issuing Bank to the effect that a drawing has been made under a Letter of Credit and that a Borrower has failed to reimburse the Issuing Bank therefor in accordance with the terms of the Letter of Credit, the Reimbursement Agreement and Article 3, shall have occurred and be deemed to be a request for an Advance on the date such notification is continuing, and none will exist or arise upon received in the making amount of such Revolving Loan;drawing which is so unreimbursed, and
(v) unless payment is otherwise made by the representations and warranties contained Borrowers, the receipt by Agent of a demand for reimbursement by a Clearing Bank pursuant to the provisions of any Lockbox Agreement, shall be deemed to be a request for an Advance on the date any such demand is received by Agent in the Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of the making of such Revolving Loan, except to the extent such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; and
(vi) the Request for Advance will not violate the terms or conditions of any contract, indenture, agreement or other borrowing of Borrower, except to the extent that such terms or conditions have been waived or that failure to comply with any such terms or conditions would not have a Material Adverse Effect. Bank may elect (but without any obligation to do so) to make a Revolving Loan upon the telephonic or facsimile request of Borrower, provided that Borrower has first executed and delivered to Bank a Telephone Notice Authorization. If any such Revolving Loan based upon a telephonic or facsimile request is made by Borrower, Bank may require Borrower to confirm said telephonic or facsimile request in writing by delivering to Bank, on or before 11:00 a.m. (Dallas, Texas time) on the next Business Day following the Disbursement Date of such Revolving Loan, a duly executed written Request for Advance, and all other provisions of this Section 1 shall be applicable with respect to such Revolving Loan. In addition, Borrower may authorize the Bank to automatically make Revolving Loans pursuant to such other written agreements as may be entered into by Bank and Borroweramount set forth therein.
Appears in 1 contract
Samples: Loan and Security Agreement (Tropical Sportswear International Corp)
Requests for Advances. Except as hereinafter provided, Borrower may Each request a Revolving Loan by submitting to Bank a Request for an Advance by an authorized officer or other representative of Borrower, subject to the followingshall:
(a1) each such Request for Advance be in writing in form attached hereto as Exhibit E-1 and shall include, without limitation, certify the proposed amount of the then-current Borrowing Base and specify the principal amount of the Advance requested and designate the account to which the proceeds of such Revolving Loan and the proposed Disbursement Date, which date must Advance are to be a Business Daytransferred;
(b2) each such Request for Advance shall be communicated to Bank within state that the time periods set forth representations and warranties of Borrower contained in the Note;
(c) a Request for Advance, once communicated to Bank, shall not be revocable by Borrower;
(d) each Request for Advance, once communicated to Bank, shall constitute a representation, warranty Agreement and certification by Borrower any closing or funding related certifications are true and correct as of the date thereof that:
(i) both before and of the request and, after the making of such Revolving Loan, the obligations set forth in the Loan Documents are and shall be valid, binding and enforceable obligations of each Loan Party, as applicable;
(ii) all terms and conditions precedent giving effect to the making of such Revolving Loan have been satisfied or waived by Bank in accordance with this Agreementrequested Advance, will be true and shall remain satisfied through correct as of the date of such Revolving Loanon which the requested Advance is to be made;
(iii3) state that a majority of the making Eligible Notes Receivable pledged as Collateral for the Advance in question have been made by Purchasers with a minimum annual income as follows: $35,000.00 for Purchasers residing in the State of such Revolving Loan will Texas, $40,000.00 for Purchasers residing in the State of Illinois and $45,000.00 for Purchasers residing in the State of Massachusetts; further state that the weighted average of the FICO indicators of all Purchasers for the Advance in question with respect to which a FICO indicator can be obtained is not cause less than 640, provided that the aggregate outstanding principal amount of Eligible Notes Receivable pledged to Lender with respect to which a FICO indicator can not be obtained does not exceed 10% of the aggregate outstanding principal balance of all Revolving Loans plus the Letter of Credit Liabilities Eligible Notes Receivable pledged to exceed the Revolving Credit Maximum AmountLender;
(iv4) state that no Default or Event of Default shall have occurred and is continuingexists as of the date of the request and, and none will exist or arise upon after giving effect to the making of such Revolving Loanrequested Advance, no Default or Event of Default would exist as of the date on which the requested Advance is to be made;
(v5) be delivered to the representations and warranties contained in office of Lender at least five (5) Business Days prior to the Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as date of the making requested Advance;
(6) be signed by a principal financial officer of Borrower;
(7) certify that Borrower has no knowledge of any asserted or threatened defense, offset, counterclaim, discount or allowance in respect of each Note Receivable to be pledged in connection with such Revolving Loanrequested Advance, except to or in respect of any of the extent such representations and warranties specifically refer to Pledged Notes Receivable;
(8) contain an earlier dateaging report of the Pledged Notes Receivable; identifying, in among other things, which case they shall be true and correct in all material respects as of such earlier dateamong them are Eligible Notes Receivable; and
(vi9) the Request for Advance will not violate the terms or conditions of any contract, indenture, agreement or other borrowing of Borrower, except contain a delinquency report which shall be in form and substance satisfactory to the extent that such terms or conditions have been waived or that failure to comply with any such terms or conditions would not have a Material Adverse Effect. Bank may elect (but without any obligation to do so) to make a Revolving Loan upon the telephonic or facsimile request of Borrower, provided that Borrower has first executed Lender and delivered to Bank a Telephone Notice Authorization. If any such Revolving Loan based upon a telephonic or facsimile request is made by Borrower, Bank may require Borrower to confirm said telephonic or facsimile request in writing by delivering to Bank, on or before 11:00 a.m. (Dallas, Texas time) on the next Business Day following the Disbursement Date shall show which of such Revolving Loan, a duly executed written Request for AdvanceNotes Receivable is delinquent and the duration of such delinquency, and all other provisions which of this Section 1 shall be applicable with respect to such Revolving Loan. In addition, Borrower may authorize the Bank to automatically make Revolving Loans pursuant to such other written agreements as may be entered into by Bank and BorrowerPledged Notes Receivable is not an Eligible Note Receivable.
Appears in 1 contract
Samples: Loan and Security Agreement (Silverleaf Resorts Inc)
Requests for Advances. Except as hereinafter provided, Borrower may Each request a Revolving for an Advance under the Loan by submitting to Bank a Request for Advance by an authorized officer or other representative of Borrower, subject to the following:
(a) each such Request for Advance shall include, without limitation, the proposed amount of such Revolving Loan and the proposed Disbursement Date, which date must be a Business Day;
(b) each such Request for Advance shall be communicated to Bank within completed on the time periods set forth in the Note;
(c) a Request for Advanceappropriate form attached hereto as Exhibit F, once communicated to Bankattached hereto and incorporated herein by this reference, shall not be revocable by Borrower;
(d) each Request for Advance, once communicated to Bank, shall constitute a representation, warranty and certification by Borrower as of the date thereof thatshall:
(i) both before be in writing and after shall certify the making amount of the then-current Borrowing Base, specify the principal amount of the Advance requested and designate the account to which the proceeds of such Revolving Loan, the obligations set forth in the Loan Documents Advance are and shall to be valid, binding and enforceable obligations of each Loan Party, as applicabletransferred;
(ii) all terms state that the representations and conditions precedent warranties of Borrower contained in this Agreement, as amended from time to time, and any closing or funding related certifications are true and correct as of the date of the request and, after giving effect to the making of such Revolving Loan have been satisfied or waived by Bank in accordance with this Agreementrequested Advance, will be true and shall remain satisfied through correct as of the date of such Revolving Loanon which the requested Advance is to be made;
(iii) the making of such Revolving Loan will not cause the aggregate outstanding principal amount of all Revolving Loans plus the Letter of Credit Liabilities to exceed the Revolving Credit Maximum Amount;
(iv) state that no Default or Event of Default shall have occurred and is continuingexists as of the date of the request and, and none will exist or arise upon after giving effect to the making of such Revolving Loanrequested Advance, no Default or Event of Default would exist as of the date on which the requested Advance is to be made;
(iv) be delivered to the office of Lender in East Hartford Connecticut (or elsewhere upon written notice) within the Term of the Loan and at least ten (10) Business Days prior to the date of the requested Advance;
(v) the representations and warranties contained be signed by a principal financial officer of Borrower;
(vi) certify that Borrower has no knowledge of any asserted or threatened defense, offset, counterclaim, discount or allowance with respect to each Note Receivable to be pledged in the Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as connection with such requested Advance, or with respect to any of the making of such Revolving LoanPledged Notes Receivable;
(vii) contain an aging report on the Pledged Notes Receivable; identifying, except to among other things, which among them are Eligible Notes Receivable for the extent such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier datesubject Advance; and
(viviii) the Request for Advance will not violate the terms or conditions of any contract, indenture, agreement or other borrowing of Borrower, except contain a delinquency report which shall be in form and substance satisfactory to the extent that such terms or conditions have been waived or that failure to comply with any such terms or conditions would not have a Material Adverse Effect. Bank may elect (but without any obligation to do so) to make a Revolving Loan upon the telephonic or facsimile request of Borrower, provided that Borrower has first executed Lender and delivered to Bank a Telephone Notice Authorization. If any such Revolving Loan based upon a telephonic or facsimile request is made by Borrower, Bank may require Borrower to confirm said telephonic or facsimile request in writing by delivering to Bank, on or before 11:00 a.m. (Dallas, Texas time) on the next Business Day following the Disbursement Date shall show which of such Revolving Loan, a duly executed written Request Notes Receivable for Advancethe subject Advance are delinquent and the duration of each such delinquency, and all other provisions which of this Section 1 shall be applicable with respect to such Revolving Loan. In additionPledged Notes Receivable is not an Eligible Note Receivable, Borrower may authorize the Bank to automatically make Revolving Loans pursuant to such other written agreements as may be entered into by Bank and Borrowerrespectively.
Appears in 1 contract
Samples: Loan Agreement (Cr Resorts Capital S De R L De C V)
Requests for Advances. Except as hereinafter provided, Borrower may Each request a Revolving Loan by submitting to Bank a Request for an Advance by an authorized officer or other representative of Borrower, subject to the following:
(a) each such Request for Advance shall include, without limitation, the proposed amount of such Revolving Loan and the proposed Disbursement Date, which date must be a Business Day;
(b) each such Request for Advance shall be communicated to Bank within the time periods set forth in the Note;
(c) a Request for Advance, once communicated to Bank, shall not be revocable by Borrower;
(d) each Request for Advance, once communicated to Bank, shall constitute a representation, warranty and certification by Borrower as of the date thereof thatshall:
(i) both before be in writing and after shall certify the making amount of the then-current Borrowing Base, specify the principal amount of the Advance requested and designate the account to which the proceeds of such Revolving Loan, the obligations set forth in the Loan Documents Advance are and shall to be valid, binding and enforceable obligations of each Loan Party, as applicabletransferred;
(ii) all terms state that the representations and conditions precedent warranties of the Borrower contained in the Agreement and any closing or funding related certifications are true and correct as of the date of the request and, after giving effect to the making of such Revolving Loan have been satisfied or waived by Bank in accordance with this Agreementrequested Advance, will be true and shall remain satisfied through correct as of the date of such Revolving Loanon which the requested Advance is to be made;
(iii) the making of such Revolving Loan will not cause the aggregate outstanding principal amount of all Revolving Loans plus the Letter of Credit Liabilities to exceed the Revolving Credit Maximum Amount;
(iv) state that no Default or Event of Default shall have occurred and is continuingexists as of the date of the request and, and none will exist or arise upon after giving effect to the making of such Revolving Loanrequested Advance, no Default or Event of Default would exist as of the date on which the requested Advance is to be made;
(iv) be delivered to the office of Lender at least ten (10) Business Days prior to the date of the requested Advance;
(v) the representations and warranties contained in the Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as signed by a principal financial officer of the making Borrower;
(vi) certify that the Borrower has no knowledge of any asserted or threatened defense, offset, counterclaim, discount or allowance in respect of each Note Receivable to be pledged in connection with such Revolving Loanrequested Advance, except to or in respect of any of the extent such representations and warranties specifically refer to Pledged Notes Receivable;
(vii) contain an earlier dateaging report of the Pledged Notes Receivable; identifying, in among other things, which case they shall be true and correct in all material respects as of such earlier dateamong them are Eligible Notes Receivable; and
(viviii) the Request for Advance will not violate the terms or conditions of any contract, indenture, agreement or other borrowing of Borrower, except contain a delinquency report which shall be in form and substance satisfactory to the extent that such terms or conditions have been waived or that failure to comply with any such terms or conditions would not have a Material Adverse Effect. Bank may elect (but without any obligation to do so) to make a Revolving Loan upon the telephonic or facsimile request of Borrower, provided that Borrower has first executed Lender and delivered to Bank a Telephone Notice Authorization. If any such Revolving Loan based upon a telephonic or facsimile request is made by Borrower, Bank may require Borrower to confirm said telephonic or facsimile request in writing by delivering to Bank, on or before 11:00 a.m. (Dallas, Texas time) on the next Business Day following the Disbursement Date shall show which of such Revolving Loan, a duly executed written Request for AdvanceNotes Receivable is delinquent and the duration of such delinquent and the duration of such delinquency, and all other provisions which of this Section 1 shall be applicable with respect to such Revolving Loan. In addition, Borrower may authorize the Bank to automatically make Revolving Loans pursuant to such other written agreements as may be entered into by Bank and Borrower.Pledged Notes Receivable is not an Eligible Notes Receivable;
Appears in 1 contract
Samples: Loan and Security Agreement (Silverleaf Resorts Inc)
Requests for Advances. Except To receive Construction Advances, Borrower shall submit each Draw Request to Lender not more frequently than once monthly on or before the tenth (10th) day of each month. Upon receipt of the Draw Request and the documentation required hereby in connection therewith, Lender may cause an inspection to be made of the progress of construction. If Lender elects not to cause an inspection to be made or otherwise determines as a result of any such inspection that construction is proceeding diligently and in accordance with the Plans approved in the manner required by this Agreement, and if all conditions to such Construction Advance as hereinafter providedprovided shall have been fulfilled, Borrower may request a Revolving Loan by submitting to Bank a Request for Lender will make the Construction Advance by an authorized officer on or other representative before the twentieth (20th) day of Borrowerthe same month, upon and subject to all of the terms and conditions of this Agreement, including, without limitation, the following:
(a) each In no event shall Lender be required to advance any Construction Facility proceeds for any work performed or materials delivered after the Construction Facility Conversion Date. No Draw Request shall be funded prior to the date upon which Lender has received and approved such Draw Request and all documentation required hereby, and all disbursements will be made to Borrower in a manner determined by Lender or, with Lender's approval, as Borrower directs in writing. Borrower, in making payment to such party or parties as shall have supplied labor, material or service, shall accurately designate the items of account and the contract for Advance shall includewhich payment is being made. All Construction Facility proceeds will be considered to have been advanced to and received by Borrower upon, without limitationand interest on the Construction Facility proceeds will be payable by Borrower from and after, the proposed amount advance of such Revolving Loan and the proposed Disbursement Date, which date must be a Business Day;Construction Facility proceeds as aforesaid; and
(b) each such Request for Advance All Construction Advances shall be communicated to Bank within used only for the time periods set forth payment of line items as shown in the Note;
Budget (cas the same may be adjusted from time to time with the prior written approval of Lender) a Request for Advance, once communicated to Bank, shall not be revocable by Borrower;
(d) each Request for Advance, once communicated to Bank, shall constitute a representation, warranty and certification by Borrower as of the date thereof that:
(i) both before and after the making of such Revolving Loan, the obligations set forth in the Loan Documents are and shall be valid, binding evidenced by the Construction Note and enforceable obligations of each Loan Party, as applicable;
(ii) all terms and conditions precedent to the making of such Revolving Loan have been satisfied or waived by Bank in accordance with this Agreement, and shall remain satisfied through the date of such Revolving Loan;
(iii) the making of such Revolving Loan will not cause the aggregate outstanding principal amount of all Revolving Loans plus the Letter of Credit Liabilities to exceed the Revolving Credit Maximum Amount;
(iv) no Default or Event of Default shall have occurred and is continuing, and none will exist or arise upon the making of such Revolving Loan;
(v) the representations and warranties contained in the Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of the making of such Revolving Loan, except to the extent such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; and
(vi) the Request for Advance will not violate the terms or conditions of any contract, indenture, agreement or other borrowing of Borrower, except to the extent that such terms or conditions have been waived or that failure to comply with any such terms or conditions would not have a Material Adverse Effect. Bank may elect (but without any obligation to do so) to make a Revolving Loan upon the telephonic or facsimile request of Borrower, provided that Borrower has first executed and delivered to Bank a Telephone Notice Authorization. If any such Revolving Loan based upon a telephonic or facsimile request is made by Borrower, Bank may require Borrower to confirm said telephonic or facsimile request in writing by delivering to Bank, on or before 11:00 a.m. (Dallas, Texas time) on the next Business Day following the Disbursement Date of such Revolving Loan, a duly executed written Request for Advance, and all other provisions of this Section 1 shall be applicable with respect to such Revolving Loan. In addition, Borrower may authorize the Bank to automatically make Revolving Loans pursuant to such other written agreements as may be entered into by Bank and Borrower.
Appears in 1 contract
Samples: Credit and Security Agreement (Sun Hydraulics Corp)
Requests for Advances. Except as hereinafter provided(1) When Borrower desires to obtain an Advance other (than the initial Advance on the Effective Date), Borrower may request a Revolving Loan by submitting the Designated Person(s) shall submit to Bank a Draw Request, duly signed by Borrower and setting forth the information requested therein. The Draw Request for Advance shall be submitted by an authorized officer or other representative of Borrower, subject Borrower at least five (5) business days prior to the followingdate of the requested advance. The Draw Request shall constitute a representation and warranty by Borrower to Bank that all representations and warranties of Borrower set forth in Borrower Documents are true and correct as of the date of such Draw Request, except for such representations and warranties which, by their nature, would not be applicable as of the date of such Draw Request. At the time of submission of any Draw Request subsequent to the initial Draw Request, Borrower shall also submit the following to Bank, as indicated below:
(a) each such Request for Advance shall includea final Sworn Construction Statement, without limitationsigned by Borrower, reflecting the proposed amount use to which the proceeds of such Revolving the Loan have been applied, and showing all costs and expenses of any kind theretofore actually paid or incurred in constructing the proposed Disbursement Date, which date must be a Business DayProject;
(b) a written lien waiver from each such Request Contractor for Advance all work theretofore done and for all materials theretofore furnished by it for construction or installation of the Project, which lien waivers shall be communicated conform in form and amount to Bank within the time periods set forth in the Note;Sworn Construction Statement; and
(c) a Request for Advance, once communicated to Bank, shall not be revocable by Borrower;
(d) each Request for Advance, once communicated to Bank, shall constitute a representation, warranty and certification by Borrower as of the date thereof that:
(i) both before and after the making of such Revolving Loan, the obligations set forth in the Loan Documents are and shall be valid, binding and enforceable obligations of each Loan Party, as applicable;
(ii) all terms and conditions precedent to the making of such Revolving Loan have been satisfied or waived by Bank in accordance with this Agreement, and shall remain satisfied through the date of such Revolving Loan;
(iii) the making of such Revolving Loan will not cause the aggregate outstanding principal amount of all Revolving Loans plus the Letter of Credit Liabilities to exceed the Revolving Credit Maximum Amount;
(iv) no Default or Event of Default shall have occurred and is continuing, and none will exist or arise upon the making of such Revolving Loan;
(v) the representations and warranties contained in the Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of the making of such Revolving Loan, except to the extent such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; and
(vi) the Request for Advance will not violate the terms or conditions of any contract, indenture, agreement or other borrowing of Borrower, except to the extent that any inspections are legally required, reasonable evidence that all work requiring inspection by all governmental authorities having jurisdiction has been duly inspected and approved by such terms or conditions authorities and that all requisite certificates of occupancy and other approvals have been waived or issued.
(2) If, on the date that failure to comply with any such terms or conditions would not have a Material Adverse Effect. Bank may elect (but without any obligation to do so) to make a Revolving Loan upon the telephonic or facsimile request of BorrowerAdvance is desired, provided that Borrower has first executed performed all of its agreements and delivered complied with all requirements theretofore to Bank a Telephone Notice Authorization. If any such Revolving Loan based be performed or complied with hereunder, and upon a telephonic or facsimile request is made approval by Borrower, Bank may require Borrower to confirm said telephonic or facsimile request in writing by delivering to Bank, on which shall not be unreasonably withheld or before 11:00 a.m. (Dallasdelayed, Texas time) on the next Business Day following the Disbursement Date of such Revolving Loan, a duly executed written Request for Advance, and all other provisions of this Section 1 shall be applicable with respect to such Revolving Loan. In addition, Borrower may authorize the Bank shall disburse the amount of the requested advance to automatically make Revolving Loans pursuant to such other written agreements as may be entered into by Bank and Borrower.
Appears in 1 contract
Requests for Advances. Except as hereinafter providedA request for an Advance shall be made, Borrower may request a Revolving Loan by submitting or shall be deemed to Bank a Request for Advance by an authorized officer or other representative of Borrowerbe made, subject to in the followingfollowing manner:
(a1) each such Request a Financial Officer of Trism (or another authorized officer designated by a Financial Officer and listed on Schedule 2.2 hereto) shall give the Agent notice, in the form of Exhibit B hereto, for Advance shall includeand on behalf of the Borrowers not later than 1:00 p.m. (New York time) on the Business Day of the proposed Advance, without limitationof its intention to borrow, specifying the amount of the proposed Advance, the proposed Advance date and interest rate, and which notice shall be given in accordance with the provisions of Section 4.1 hereof; provided, however, that upon written notice from the Agent, Borrowers shall thereafter include in each such notice of a proposed Advance the amount of Borrowing Base Availability after giving effect to such requested Advance;
(2) unless payment is otherwise made by the Borrowers, the becoming due of any amount required to be paid under this Agreement or any of the Notes as interest shall be deemed to be a request for an Advance on the due date in the amount required to pay such interest, and such request shall be irrevocable;
(3) unless payment is otherwise made by the Borrowers, the becoming due of any other Secured Obligation shall be deemed to be a request for an Advance on the due date in the amount then so due, and such request shall be irrevocable;
(4) the receipt by the Agent of notification from the Issuing Bank to the effect that a drawing has been made under a Letter of Credit and that a Borrower has failed to reimburse the Issuing Bank therefor in accordance with the terms of the Letter of Credit, the Reimbursement Agreement and Article 3, shall be deemed to be a request for an Advance on the date such notification is received in the amount of such Revolving Loan drawing which is so unreimbursed, and the proposed Disbursement Date, which date must be a Business Day;
(b) each such Request for Advance request shall be communicated to Bank within the time periods set forth in the Note;
(c) a Request for Advance, once communicated to Bank, shall not be revocable by Borrower;
(d) each Request for Advance, once communicated to Bank, shall constitute a representation, warranty and certification by Borrower as of the date thereof that:
(i) both before and after the making of such Revolving Loan, the obligations set forth in the Loan Documents are and shall be valid, binding and enforceable obligations of each Loan Party, as applicable;
(ii) all terms and conditions precedent to the making of such Revolving Loan have been satisfied or waived by Bank in accordance with this Agreement, and shall remain satisfied through the date of such Revolving Loan;
(iii) the making of such Revolving Loan will not cause the aggregate outstanding principal amount of all Revolving Loans plus the Letter of Credit Liabilities to exceed the Revolving Credit Maximum Amount;
(iv) no Default or Event of Default shall have occurred and is continuing, and none will exist or arise upon the making of such Revolving Loan;
(v) the representations and warranties contained in the Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of the making of such Revolving Loan, except to the extent such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier dateirrevocable; and
(vi5) unless payment is otherwise made by a Borrower, the Request receipt by the Agent of a demand for Advance will not violate reimbursement by a Clearing Bank pursuant to the terms or conditions provisions of any contractAgency Account Agreement, indenture, agreement or other borrowing of Borrower, except shall be deemed to be a request for an Advance on the extent that such terms or conditions have been waived or that failure to comply with date any such terms demand is received by the Agent in the amount set forth therein, and such request shall be irrevocable; Unless the Agent has elected periodic settlements pursuant to Section 4.7 hereof, the Agent shall promptly notify the Lenders of any notice of Advance given or conditions would not have a Material Adverse Effect. Bank may elect deemed given pursuant to this Section 2.2(a) by 2:00 p.m. (but without any obligation to do so) to make a Revolving Loan upon the telephonic or facsimile request of Borrower, provided that Borrower has first executed and delivered to Bank a Telephone Notice Authorization. If any such Revolving Loan based upon a telephonic or facsimile request is made by Borrower, Bank may require Borrower to confirm said telephonic or facsimile request in writing by delivering to Bank, on or before 11:00 a.m. (Dallas, Texas New York time) on the next Business Day following the Disbursement Date of such Revolving Loan, a duly executed written Request for Advance, and all other provisions of this Section 1 shall be applicable proposed Advance date with respect to such Revolving Loanany Advance. In additionThe notice from the Agent to the Lenders shall set forth the information contained in the Borrowers' notice of Advance. Not later than 3:30 p.m. (New York time) on the proposed Advance date, Borrower may authorize each Lender will make available to the Bank Agent, for the account of the Borrowers, at the Agent's Office in funds immediately available to automatically make Revolving Loans pursuant the Agent, an amount equal to such other written agreements as may Lender's Commitment Percentage of the Revolving Credit Loans to be entered into by Bank and Borrowermade on such Advance date.
Appears in 1 contract
Requests for Advances. Except as hereinafter provided, Borrower may request a Revolving Loan by submitting to Bank a Request for Advance by an authorized officer or other representative of Borrower, subject to the following:
(a) The Borrower shall give to the Lender written notice in the form of Schedule 4 hereto (or telephonic notice confirmed in writing in the form of Schedule 4 hereto) of each such Request for Advance shall include, without limitation, requested hereunder (a "Loan Request") in accordance with the proposed amount of such Revolving Loan and the proposed Disbursement Date, which date must be a Business Day;
(b) each such Request for Advance shall be communicated to Bank within the time periods interest rate selection requirements set forth in the Note;. Each such Loan Request shall specify (i) the principal amount of the Advance requested, (ii) the intended use of the proceeds of such Advance; and (iii) the proposed Drawdown Date of such Advance. The Borrower agrees to accept the Advance requested from the Lender on the proposed Drawdown Date. Each Advance shall be a minimum aggregate amount of $1,000,000.00 or an integral multiple of $100,000 in excess thereof.
(b) In the event that the Borrower shall receive Advance(s) in excess of the Loan Amount the Borrower shall immediately repay the Loan by an amount sufficient to reduce the outstanding principal balance to equal or less than the Loan Amount.
(c) The Lender may rely on any request for an Advance or financial accommodation which the Lender, reasonably and in good faith, believes to have been made by a Request for Advance, once communicated person duly authorized to Bank, shall not act on behalf of the Borrower and may decline to make any such requested Advance or to provide any such financial accommodation pending the Lender's being furnished with such documentation concerning that person's authority to act as may be revocable by Borrower;satisfactory to the Lender.
(d) each Request A request by the Borrower for Advance, once communicated to Bank, any Advance or of the issuance of an L/C shall be irrevocable and shall constitute a representation, warranty and certification by the Borrower that as of the date thereof thatof such request, each of the following is true and correct:
(i) both before and after the making of such Revolving Loan, the obligations set forth There has been no material adverse change in the Loan Documents are and shall be valid, binding and enforceable obligations of each Loan Party, as applicableBorrower's financial condition from the most recent financial information furnished the Lender pursuant to this Agreement;
(ii) all terms The Borrower is in compliance with, and conditions precedent to the making of such Revolving Loan have been satisfied or waived by Bank has not breached any of, its covenants contained in accordance with this Agreement, and shall remain satisfied through the date of such Revolving Loan;
(iii) Each representation which is made herein or in any of the making Loan Documents is then true and complete as of and as if made on the date of such Revolving Loan will not cause the aggregate outstanding principal amount of all Revolving Loans plus the Letter of Credit Liabilities request unless such representation relates specifically and only to exceed the Revolving Credit Maximum Amount;an earlier date in time; and
(iv) no Default No event has occurred nor failed to occur which occurrence or failure is, or with the passage of time or giving of notice (or both, would constitute an Event of Default shall have occurred and is continuing(as described herein), and none will exist whether or arise not the Lender has exercised any of its rights upon the making of such Revolving Loan;occurrence or failure.
(ve) The Borrower shall immediately become indebted to the representations Lender for the amount of each Advance when such Advance is made for or on behalf of the Borrower.
(i) The Borrower may request that the Lender issue L/C's for the account of the Borrower subject to and warranties contained in accordance with ss.ss.2.6, 2.7 and 2.8 of this Agreement and the Loan Documents are true and correct in all material respects and other provisions of this clause (f). Each such request shall be true and correct in all material respects such manner as of the making of such Revolving Loan, except may from time to time be acceptable to the extent such representations and warranties specifically refer to an earlier dateLender, in which case they shall be true and correct in all material respects as of such earlier date; andwriting.
(viii) The Lender, shall issue any L/C so requested by the Request for Advance will not violate the terms or conditions of any contract, indenture, agreement or other borrowing of Borrower, except to the extent that such terms or conditions have been waived or that failure to comply with any such terms or conditions would not have a Material Adverse Effect. Bank may elect (but without any obligation to do so) to make a Revolving Loan upon the telephonic or facsimile request of Borrower, provided that Borrower has first executed and delivered to Bank a Telephone Notice Authorization. If any such Revolving Loan based upon a telephonic or facsimile request is made by Borrowerthe aggregate Stated Amount, Bank may require Borrower to confirm said telephonic or facsimile request in writing by delivering to Bank, on or before 11:00 a.m. (Dallas, Texas time) on the next Business Day following the Disbursement Date requested issuance thereof, would not when aggregated with all outstanding L/C's and Advances exceed the lesser of such Revolving Loan(A) the L/C Limit, a duly executed written Request for Advanceor (B) Availability, and all other provisions provided that the L/C is in form satisfactory to the Lender.
(iii) The Borrower shall execute such documentation to apply for and support the issuance of this Section 1 shall be applicable with respect to such Revolving Loan. In addition, Borrower may authorize the Bank to automatically make Revolving Loans pursuant to such other written agreements a L/C as may be entered into required by Bank the Lender.
(g) The Lender, without the request of the Borrower, may make an Advance equal to the amount which the Borrower is obligated to pay to the Lender or for which the Borrower or the Lender becomes obligated on account of, or in respect to, any L/C. Such Advance shall be made and Borrowereven if such Advance would result in Loan Amount being exceeded. Such action on the part of the Lender shall not constitute a waiver of the Lender's rights under Section 2.4(b) above.
Appears in 1 contract
Requests for Advances. Except as hereinafter provided, Borrower may request a Revolving Loan by submitting to Bank a Each Draw Request for Advance by an authorized officer or other representative of Borrower, subject to the following:
(a) each such Request for Advance shall include, without limitation, the proposed amount of such Revolving Loan and the proposed Disbursement Date, which date must be a Business Day;
(b) each such Request for Advance shall be communicated to Bank within the time periods set forth in the Note;
(c) a Request for Advance, once communicated to Bank, shall not be revocable by Borrower;
(d) each Request for Advance, once communicated to Bank, shall constitute a representation, warranty and certification by Borrower as of the date thereof thatshall:
(i) both before and after the making of such Revolving Loan, the obligations set forth Be in the Loan Documents are and shall be valid, binding and enforceable obligations of each Loan Party, as applicablewriting;
(ii) Be accompanied by a sworn written certificate containing all terms of the certifications required to be included in the certificate described in Section 4.2 above and conditions precedent to the making dated as of such Revolving Loan have been satisfied or waived by Bank in accordance with this Agreement, and shall remain satisfied through the date of such Revolving LoanDraw Request;
(iii) Specify the making of such Revolving Loan will not cause the aggregate outstanding principal amount of all Revolving Loans plus the Letter Advance requested, and designate the Applicable Underlying Loan(s) to which the proceeds of Credit Liabilities to exceed the Revolving Credit Maximum Amountsuch Advance pertain;
(iv) Certify the amount of the then current Borrowing Base of the Applicable Underlying Loan(s) in question;
(v) Confirm that all representations and warranties of Borrower contained in this Agreement are true and correct as of the date of the Draw Request and, after giving effect to the making of the requested Advance, will be true and correct as of the date on which the requested Advance is to be made;
(vi) State that no Default or Event of Default shall have occurred and is continuingexists as of the date of the Draw Request and, and none will exist or arise upon after giving effect to the making of such Revolving Loanrequested Advance, no Default or Event of Default would exist as of the date on which the requested Advance is to be made;
(vvii) Be delivered to the representations office of Lender as set forth in Section 11.1 hereof and warranties contained to Verification Agent at its address as set forth in the Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as Verification Agent's Agreement at least ten (10) Business Days prior to the date of the making requested Advance;
(viii) Be signed by a duly authorized officer of such Revolving LoanBorrower;
(ix) As to each Applicable Underlying Loan in respect of which the requested Advance is sought, except contain Borrower's sworn written certificate to the effect that, to the extent applicable:
(A) It has received the Applicable Underlying Borrower's advance request on a completed AIA requisition form that describes the total cost budget in detail by line item categories of the Applicable Approved Construction Budget, the percentage of work completed, the total dollar amount required to complete construction of the Financed Improvements, and such representations other information as Borrower or Lender may reasonably require;
(B) It has verified the appropriateness of all advance requests theretofore made by the Applicable Underlying Borrower in connection with the Applicable Underlying Loan, including but not limited to the items set forth in Section 4.2 above, together with all other information deemed reasonably necessary by Borrower or Lender relating to the progress of construction of the Financed Improvements within the Applicable Resort;
(C) It has verified that the progress of construction is in accordance with the Plans, the Applicable Approved Construction Budget, and warranties specifically refer all Applicable Laws, that the aggregate amount of advances of the Applicable Underlying Loan does not exceed the cost of work already completed, that the balance of Applicable Underlying Loan proceeds remaining to be disbursed by Borrower are sufficient to complete all Financed Improvements in accordance with the Plans and all Applicable Laws, and that the Financed Improvements will be completed on or before the Completion Date;
(D) With respect to Advances that relate to the construction of any new building or of exterior structural improvements, promptly upon the completion of construction of the foundations of the Financed Improvements, it has received a foundation survey that shows the locations of such foundations, accompanied by a certification of the surveyor as to the absence of encroachments from or onto the Land and compliance of the Financed Improvements, as then constructed, with all setback requirements and other relevant restrictions;
(E) It has obtained an earlier dateendorsement to the Title Policy insuring that, or, if no such endorsement is available, then a certificate of the Architect certifying that, no building location is in violation of any easement of record, and no building location is in violation of any setback restriction;
(F) It has received (or Borrower has delivered or caused to be delivered to the Title Insurance Company, in which case they shall escrow) a fully executed release of Lien from the General Contractor and from each Material Subcontractor to be true and correct in all material respects as paid with the proceeds of such earlier Advance, pursuant to which the General Contractor and each such Material Subcontractor relinquishes its right to file a mechanics' Lien against the Land or the Financed Improvements in exchange for payment for work completed to date;
(G) It has received a current endorsement to the Title Policy that indicates that since the effective date of the Title Policy (or the effective date of the last such update, if any), there has been no change in the status of title to the Applicable Resort as set out in the Title Policy, that the Lien of the Applicable Mortgage remains a first priority mortgage Lien on the subject Mortgaged Real Property and Encumbered Intervals (if applicable) and is free and clear of any mechanics' Liens or any other encumbrances not permitted by Borrower and Lender, and which has the effect of increasing the coverage of the Title Policy by an amount equal to the advance being made, unless the Title Policy expressly provides automatically and unconditionally for such increase in coverage upon each such disbursement;
(H) It has received written documentation that satisfactorily accounts to Borrower for the expenditure of funds allocated to the payment of the soft costs set forth in the Applicable Approved Construction Budget;
(I) It has no knowledge of any asserted or threatened defense, offset, counterclaim, discount, or allowance in respect of any Pledged Note Receivable; and
(viJ) the Request for Advance will not violate the terms or conditions of any contract, indenture, agreement or other borrowing of Borrower, except to the extent that It has received such terms or conditions have been waived or that failure to comply with any such terms or conditions would not have a Material Adverse Effect. Bank may elect (but without any obligation to do so) to make a Revolving Loan upon the telephonic or facsimile request of Borrower, provided that Borrower has first executed and delivered to Bank a Telephone Notice Authorization. If any such Revolving Loan based upon a telephonic or facsimile request is made by Borrower, Bank may require Borrower to confirm said telephonic or facsimile request in writing by delivering to Bank, on or before 11:00 a.m. (Dallas, Texas time) on the next Business Day following the Disbursement Date of such Revolving Loan, a duly executed written Request for Advance, and all other provisions of this Section 1 additional items as Lender shall be applicable with respect to such Revolving Loan. In addition, Borrower may authorize the Bank to automatically make Revolving Loans pursuant to such other written agreements as may be entered into by Bank and Borrowerreasonably require.
Appears in 1 contract
Requests for Advances. Except as hereinafter provided, Borrower may Each request for a Revolving Receivables Loan by submitting to Bank a Request for Advance by an authorized officer or other representative of Borrower, subject to the following:
(a) each such Request for Advance shall include, without limitation, the proposed amount of such Revolving Loan and the proposed Disbursement Date, which date must be a Business Day;
(b) each such Request for Advance shall be communicated to Bank within the time periods set forth in the Note;
(c) a Request for Advance, once communicated to Bank, shall not be revocable by Borrower;
(d) each Request for Advance, once communicated to Bank, shall constitute a representation, warranty and certification by Borrower as of the date thereof thatshall:
(i) both before be in writing and after shall certify the making amount of the then-current Borrowing Base, specify the principal amount of the Receivables Loan Advance requested and designate the account to which the proceeds of such Revolving Loan, the obligations set forth in the Receivables Loan Documents Advance are and shall to be valid, binding and enforceable obligations of each Loan Party, as applicabletransferred;
(ii) all terms state that, except as noted in such request, the representations and conditions precedent warranties of the Borrower contained in this Agreement and any closing or funding related certifications are true and correct as of the date of the request, and after giving effect to the making of such Revolving requested Receivables Loan have been satisfied or waived by Bank in accordance with this AgreementAdvance, will be true and shall remain satisfied through correct as of the date on which the requested Receivables Loan Advance is to be made; provided that Lender shall have no obligation to fund any request for an advance if Lender determines, in its reasonable discretion, that such changes as noted in the request for advance are material and affect adversely Lender's credit underwriting of such Revolving Loan;Borrower.
(iii) the making of such Revolving Loan will not cause the aggregate outstanding principal amount of all Revolving Loans plus the Letter of Credit Liabilities to exceed the Revolving Credit Maximum Amount;
(iv) state that no Default or Event of Default shall have occurred and is continuingexists as of the date of the request and, and none will exist or arise upon after giving effect to the making of such Revolving Loanrequested Receivables Loan Advance, no Default or Event of Default would exist as of the date on which the requested Receivables Loan Advance is to be made;
(iv) be delivered to the office of Lender at least five (5) Business Days prior to the date of the requested Receivables Loan Advance and contain a schedule setting forth all Notes Receivable intended to be pledged and delivered to Lender with the actual delivery of such Notes Receivable with all applicable endorsements and assignments being delivered not less than three (3) Business Days prior to the date of the Receivables Loan Advance;
(v) the representations and warranties contained in the Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as signed by a principal financial officer of the making Borrower;
(vi) certify that the Borrower has no knowledge of any asserted or threatened defense, offset, counterclaim, discount or allowance in respect of each Note Receivable to be pledged in connection with such Revolving Loanrequested Receivables Loan Advance, except to or in respect of any of the extent such representations and warranties specifically refer to Pledged Notes Receivable;
(vii) contain an earlier dateaging report of the Pledged Notes Receivable; identifying, in among other things, which case they shall be true and correct in all material respects as of such earlier dateamong them are Eligible Notes Receivable; and
(viviii) the Request for Advance will not violate the terms or conditions of any contract, indenture, agreement or other borrowing of Borrower, except contain a delinquency report which shall be in form and substance satisfactory to the extent that such terms or conditions have been waived or that failure to comply with any such terms or conditions would not have a Material Adverse Effect. Bank may elect (but without any obligation to do so) to make a Revolving Loan upon the telephonic or facsimile request of Borrower, provided that Borrower has first executed Lender and delivered to Bank a Telephone Notice Authorization. If any such Revolving Loan based upon a telephonic or facsimile request is made by Borrower, Bank may require Borrower to confirm said telephonic or facsimile request in writing by delivering to Bank, on or before 11:00 a.m. (Dallas, Texas time) on the next Business Day following the Disbursement Date shall show which of such Revolving Loan, a duly executed written Request for AdvanceNotes Receivable is delinquent and the duration of such delinquency, and all other provisions which of this Section 1 shall be applicable with respect to such Revolving Loan. In addition, Borrower may authorize the Bank to automatically make Revolving Loans pursuant to such other written agreements as may be entered into by Bank and Borrower.Pledged Notes Receivable is not an Eligible Note Receivable;
Appears in 1 contract
Requests for Advances. Except as hereinafter provided, Borrower may request a Revolving Loan by submitting to Bank a The Receivables Advance Request for Advance by an authorized officer or other representative of Borrower, subject to the followingshall:
(aA) each such Request for Advance shall include, without limitation, the proposed amount of such Revolving Loan and the proposed Disbursement Date, which date must be a Business DayBe in writing;
(bB) each such Request for Specify the principal amount of the Advance shall be communicated to Bank within the time periods set forth in the Noterequested;
(cC) a Request for Advance, once communicated to Bank, shall not be revocable by BorrowerCertify the amount of the then current Borrowing Base;
(dD) each Request for Advance, once communicated to Bank, shall constitute a representation, warranty Confirm that all representations and certification by warranties of Borrower contained in this Agreement are true and correct as of the date thereof that:of the Receivables Advance Request and, after giving effect to the making of the requested Advance, will be true and correct as of the date on which the Receivables Component Advance is to be made;
(iE) both before and State that no Default or Event of Default exists as of the date of the Receivables Advance Request and, after giving effect to the making of such Revolving LoanReceivables Component Advance, no Default or Event of Default would exist as of the obligations date on which the Receivables Component Advance is to be made;
(F) Be delivered to the office of Lender as set forth in Section 11.1 hereof at least five (5) Business Days prior to the Loan Documents are and date of the requested Advance, unless Lender, in its sole discretion, agrees to shorten such time frame; provided, however, that Lender shall be valid, binding and enforceable obligations have no obligation whatsoever to make the Receivables Component Advance until five (5) days following its receipt of each Loan Party, as applicable;
(ii) and every item required to be furnished to Lender hereunder and its confirmation of Borrower's complete satisfaction of all terms and conditions precedent to the making of such Revolving Loan have been satisfied or waived Receivables Component Advance.
(G) Be signed by Bank in accordance with this Agreement, and shall remain satisfied through the date a duly authorized officer of such Revolving LoanBorrower;
(iiiH) Be accompanied by Borrower's sworn written certificate to the making of such Revolving Loan will not cause the aggregate outstanding principal amount of all Revolving Loans plus the Letter of Credit Liabilities to exceed the Revolving Credit Maximum Amount;
(iv) no Default or Event of Default shall have occurred and is continuingeffect that, and none will exist or arise upon the making of such Revolving Loan;
(v) the representations and warranties contained in the Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of the making of such Revolving Loan, except to the extent applicable, Borrower:
(1) Has received no notice of any asserted or threatened defense, offset, counterclaim, discount, or allowance in respect of each Note Receivable to be pledged to Lender through a collateral assignment of all of Borrower's right, title, and interest therein in connection with such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier dateReceivables Component Advance; and
(vi2) the Request for Advance will not violate the terms or conditions Has received no notice of any contractasserted or threatened defense, indentureoffset, agreement counterclaim, discount, or other borrowing allowance in respect of Borrowerany Pledged Note Receivable; and
(I) Be accompanied by such additional items as Lender shall reasonably require, except to the extent that such terms or conditions have been waived or that failure to comply with any such terms or conditions would not have a Material Adverse Effect. Bank may elect including, without limitation:
(but without any obligation to do so1) to make a Revolving Loan upon the telephonic or facsimile request of Borrower, provided that Borrower has first executed and delivered to Bank a Telephone Notice Authorization. If any such Revolving Loan based upon a telephonic or facsimile request is made by Borrower, Bank may require Borrower to confirm said telephonic or facsimile request in writing by delivering to Bank, on or before 11:00 a.m. (Dallas, Texas time) An aging report on the next Business Day following applicable Pledged Notes Receivable; and
(2) A delinquency report showing which Notes Receivable in connection with the Disbursement Date Receivables Component Advance are contractually past due and the duration of each such Revolving Loan, a duly executed written Request for Advance, and all other provisions of this Section 1 delinquency. Both such reports shall be applicable with respect in form and substance satisfactory to such Revolving Loan. In additionLender, Borrower may authorize the Bank to automatically make Revolving Loans pursuant to such other written agreements as may be entered into by Bank and Borrowerin its sole discretion.
Appears in 1 contract
Requests for Advances. Except To receive Construction Advances, Borrower shall submit each Draw Request to Lender not more frequently than once monthly on or before the tenth (10th) day of each month. Upon receipt of the Draw Request and the documentation required hereby in connection therewith, Lender may cause an inspection to be made of the progress of construction. If Lender elects not to cause an inspection to be made or otherwise determines as a result of any such inspection that construction is proceeding diligently and in accordance with the Plans approved in the manner required by this Agreement, and if all conditions to such Construction Advance as hereinafter providedprovided shall have been fulfilled, Borrower may request a Revolving Loan by submitting to Bank a Request for Lender will make the Construction Advance by an authorized officer on or other representative before the twentieth (20th) day of Borrowerthe same month, upon and subject to all of the terms and conditions of this Agreement, including, without limitation, the following:
(a) each In no event shall Lender be required to advance any Construction Facility proceeds for any work performed or materials delivered after the Construction Facility Conversion Date. No Draw Request shall be funded prior to the date upon which Lender has received and approved such Draw Request and all documentation required hereby, and all disbursements will be made to Borrower in a manner determined by Lender or, with Lender’s approval, as Borrower directs in writing. Borrower, in making payment to such party or parties as shall have supplied labor, material or service, shall accurately designate the items of account and the contract for Advance shall includewhich payment is being made. All Construction Facility proceeds will be considered to have been advanced to and received by Borrower upon, without limitationand interest on the Construction Facility proceeds will be payable by Borrower from and after, the proposed amount advance of such Revolving Loan and the proposed Disbursement Date, which date must be a Business Day;Construction Facility proceeds as aforesaid; and
(b) each such Request for Advance All Construction Advances shall be communicated to Bank within used only for the time periods set forth payment of line items as shown in the Note;
Budget (cas the same may be adjusted from time to time with the prior written approval of Lender) a Request for Advance, once communicated to Bank, shall not be revocable by Borrower;
(d) each Request for Advance, once communicated to Bank, shall constitute a representation, warranty and certification by Borrower as of the date thereof that:
(i) both before and after the making of such Revolving Loan, the obligations set forth in the Loan Documents are and shall be valid, binding evidenced by the Construction Note and enforceable obligations of each Loan Party, as applicable;
(ii) all terms and conditions precedent to the making of such Revolving Loan have been satisfied or waived by Bank in accordance with this Agreement, and shall remain satisfied through the date of such Revolving Loan;
(iii) the making of such Revolving Loan will not cause the aggregate outstanding principal amount of all Revolving Loans plus the Letter of Credit Liabilities to exceed the Revolving Credit Maximum Amount;
(iv) no Default or Event of Default shall have occurred and is continuing, and none will exist or arise upon the making of such Revolving Loan;
(v) the representations and warranties contained in the Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of the making of such Revolving Loan, except to the extent such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; and
(vi) the Request for Advance will not violate the terms or conditions of any contract, indenture, agreement or other borrowing of Borrower, except to the extent that such terms or conditions have been waived or that failure to comply with any such terms or conditions would not have a Material Adverse Effect. Bank may elect (but without any obligation to do so) to make a Revolving Loan upon the telephonic or facsimile request of Borrower, provided that Borrower has first executed and delivered to Bank a Telephone Notice Authorization. If any such Revolving Loan based upon a telephonic or facsimile request is made by Borrower, Bank may require Borrower to confirm said telephonic or facsimile request in writing by delivering to Bank, on or before 11:00 a.m. (Dallas, Texas time) on the next Business Day following the Disbursement Date of such Revolving Loan, a duly executed written Request for Advance, and all other provisions of this Section 1 shall be applicable with respect to such Revolving Loan. In addition, Borrower may authorize the Bank to automatically make Revolving Loans pursuant to such other written agreements as may be entered into by Bank and Borrower.
Appears in 1 contract
Samples: Credit and Security Agreement (Sun Hydraulics Corp)
Requests for Advances. Except as hereinafter provided, Borrower may A request a Revolving Loan by submitting to Bank a Request for Advance by an authorized officer or other representative of Borrower, subject to the following:
(a) each such Request for Advance shall include, without limitation, the proposed amount of such Revolving Loan and the proposed Disbursement Date, which date must be a Business Day;
(b) each such Request for Advance shall be communicated made, or shall be deemed to Bank within the time periods set forth be made, in the Note;
(c) a Request for Advance, once communicated to Bank, shall not be revocable by Borrower;
(d) each Request for Advance, once communicated to Bank, shall constitute a representation, warranty and certification by Borrower as of the date thereof thatfollowing manner:
(i) both before a Financial Officer of the Borrowers (or another authorized representative designated by a Financial Officer of the Borrowers and after listed on Schedule 2.2 hereto) shall deliver to the making Agent a Notice of such Revolving LoanProposed Advance/ Conversion/ Continuation in the form of Exhibit B hereto (the "Borrowing Notice") not later than 11:00 a.m. (New York time) on the Business Day of the proposed Advance. The Borrowing Notice shall contain the information requested therein including, without limitation, a statement that an Advance is requested, the obligations set forth amount of the proposed Advance and the date of the proposed Advance. Unless the Agent has received notice in accordance with the Loan Documents are and provisions of Section 4.6(c) that a Lender will not make available to the Agent such Lender's ratable portion of an Advance because of a Default or Event of Default, the Agent shall use commercially reasonable efforts to disburse the proceeds of each Advance not later than 3:30 p.m. (New York time) on the Business Day a Borrowing Notice is received. The Borrowing Notice shall be validgiven in accordance with the provisions of this Section 2.2 hereof; provided, binding and enforceable obligations however, that upon written notice from Agent, the Parent shall thereafter include in each Borrowing Notice the amount of each Loan Party, as applicable;Excess Availability after giving effect to such requested Advance,
(ii) all terms and conditions precedent unless payment is otherwise made by the Borrowers, the becoming due of any amount required to be paid under this Agreement or any of the making of Notes as interest shall be deemed to be a request for an Advance on the due date in the amount required to pay such Revolving Loan have been satisfied or waived by Bank in accordance with this Agreement, and shall remain satisfied through the date of such Revolving Loan;interest,
(iii) unless payment is otherwise made by the making Borrowers, the becoming due of any other Secured Obligation (other than Ledger Debt) shall be deemed to be a request for an Advance on the due date in the amount then so due, and such Revolving Loan will not cause the aggregate outstanding principal amount of all Revolving Loans plus the Letter of Credit Liabilities to exceed the Revolving Credit Maximum Amount;request shall be irrevocable,
(iv) no Default or Event the receipt by the Agent of Default notification from an Issuing Bank to the effect that a drawing has been made under a Letter of Credit and that a Borrower has failed to reimburse the Issuing Bank therefor in accordance with the terms of the Letter of Credit, the Reimbursement Agreement and Article 3, shall have occurred and be deemed to be a request for an Advance on the date such notification is continuing, and none will exist or arise upon received in the making amount of such Revolving Loan;drawing which is so unreimbursed, and
(v) unless payment is otherwise made by the representations and warranties contained Borrowers, the receipt by Agent of a demand for reimbursement by a Clearing Bank pursuant to the provisions of any Lockbox Agreement, shall be deemed to be a request for an Advance on the date any such demand is received by Agent in the Loan Documents are true and correct in all material respects and shall be true and correct in all material respects as of the making of such Revolving Loan, except to the extent such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; and
(vi) the Request for Advance will not violate the terms or conditions of any contract, indenture, agreement or other borrowing of Borrower, except to the extent that such terms or conditions have been waived or that failure to comply with any such terms or conditions would not have a Material Adverse Effect. Bank may elect (but without any obligation to do so) to make a Revolving Loan upon the telephonic or facsimile request of Borrower, provided that Borrower has first executed and delivered to Bank a Telephone Notice Authorization. If any such Revolving Loan based upon a telephonic or facsimile request is made by Borrower, Bank may require Borrower to confirm said telephonic or facsimile request in writing by delivering to Bank, on or before 11:00 a.m. (Dallas, Texas time) on the next Business Day following the Disbursement Date of such Revolving Loan, a duly executed written Request for Advance, and all other provisions of this Section 1 shall be applicable with respect to such Revolving Loan. In addition, Borrower may authorize the Bank to automatically make Revolving Loans pursuant to such other written agreements as may be entered into by Bank and Borroweramount set forth therein.
Appears in 1 contract
Samples: Loan and Security Agreement (Tropical Sportswear International Corp)
