Requests for and Refundings and Conversions of Advances. The Company may request an Advance of the Revolving Credit, refund any such Advance in the same type of Advance or convert any such Advance to any other type of Advance of the Revolving Credit only after delivery to Agent of a Request for Revolving Credit Advance executed by a person previously authorized (in a writing delivered to the Agent by the Company) to execute such Request, subject to the following and to the remaining provisions hereof: (a) each such Request for Revolving Credit Advance shall set forth the information required on the Request for Revolving Credit Advance form annexed hereto as Exhibit A, including without limitation: (i) the proposed date of such Advance, which must be a Business Day; (ii) whether such Advance is a refunding or conversion of an outstanding Advance; and (iii) whether such Advance is to be a Prime-based Advance or a Eurocurrency-based Advance, and, except in the case of a Prime-based Advance, the first Interest Period applicable thereto. (b) each such Request for Revolving Credit Advance shall be delivered to Agent by noon (Detroit time) three (3) Business Days prior to the proposed date of Advance, except in the case of a Prime-based Advance, for which the Request for Advance must be delivered by noon (Detroit time) on such proposed date for Advances; (c) on the proposed date of such Advance, (i) after giving effect to all Advances of the Revolving Credit and of the Swing Line requested by the Company on such date of determination (including deemed Advances funded by Agent under Section 3.6(a) hereof in respect of the Company's or an applicable Account Party's Reimbursement Obligation hereunder), the aggregate outstanding principal amount of all Advances to the Company on such date plus the aggregate amount of Letter of Credit Obligations on such date shall not exceed the lesser of then applicable Revolving Credit Aggregate Commitment and the Domestic Borrowing Base; and (ii) after giving effect to all Advances requested by the Company and the Canadian Permitted Borrower on such date of determination (including deemed Advances funded by Agent under Section 3.6(a) hereof in respect of the Company's or an applicable Account Party's Reimbursement Obligation hereunder), the Dollar Equivalent Amount of the aggregate outstanding principal amount of all Advances of the Revolving Credit and of the Swing Line on such date plus the aggregate amount of Letter of Credit Obligations on such date shall not exceed the lesser of then applicable Revolving Credit Aggregate Commitment and the Combined Borrowing Base; provided however, that, in the case of any Advance being applied to refund an outstanding Advance, the aggregate principal amount of such Advances to be refunded shall not be included for purposes of calculating availability under this Section 2.3(c); (d) in the case of a Prime-based Advance, the principal amount of the initial funding of such Advance, as opposed to any refunding or conversion thereof, shall be at least $1,000,000; (e) in the case of a Eurocurrency-based Advance, the principal amount of such Advance, plus the amount of any other outstanding Advance of the Revolving Credit to be then combined therewith having the same Applicable Interest Rate and Interest Period, if any, shall be at least $2,000,000 (or a larger integral multiple of $100,000), and at any one time there shall not be in effect more than six (6)
Appears in 1 contract
Requests for and Refundings and Conversions of Advances. The Company or a Permitted Borrower (with the countersignature of Company hereunder) may request an Advance of the Revolving Credit, refund any such Advance in the same type of Advance or convert any such Advance to any other type of Advance of the Revolving Credit only after delivery to Agent of a Request for Revolving Credit Advance executed by a person previously authorized an Authorized Officer of Company or of such Permitted Borrower (in a writing delivered to with the Agent by countersignature of an Authorized Officer of the Company) to execute such Request), subject to the following and to the remaining provisions hereof:
(a) each such Request for Revolving Credit Advance shall set forth the information required on the Request for Revolving Credit Advance form annexed hereto as Exhibit AA-1, including without limitation:
(i) the proposed date of such Advance, which must be a Business Day;
(ii) whether such Advance is a refunding or conversion of an outstanding Advance; and;
(iii) whether such Advance is to be a Prime-based Advance or a Eurocurrency-based Advance, and, except in the case of a Prime-based Advance, the first Interest Period applicable thereto; and
(iv) in the case of a Eurocurrency-based Advance, the Permitted Currency in which such Advance is to be made.
(b) each such Request for Revolving Credit Advance shall be delivered to Agent by 12:00 noon (Detroit time) three (3) Business Days prior to the proposed date of Advance, except in the case of a Prime-based Advance, for which the Request for Advance must be delivered by 12:00 noon (Detroit time) on such proposed date for Advancesdate;
(c) on the proposed date of such Advance,
(i) after giving effect to all , the Dollar Amount of the principal amount of such requested Advance, plus the Dollar Amount of the principal amount of any other Advances of the Revolving Credit and of the Swing Line being requested by the Company on such date of determination (including deemed Advances funded by Agent under Section 3.6(a) hereof in respect of date, plus the Company's or an applicable Account Party's Reimbursement Obligation hereunder), the aggregate outstanding principal amount of all Advances to the Company on such date plus the aggregate amount of Letter of Credit Obligations on such date shall not exceed the lesser of then applicable Revolving Credit Aggregate Commitment and the Domestic Borrowing Base; and
(ii) after giving effect to all Advances requested by the Company and the Canadian Permitted Borrower on such date of determination (including deemed Advances funded by Agent under Section 3.6(a) hereof in respect of the Company's or an applicable Account Party's Reimbursement Obligation hereunder), the Dollar Equivalent Amount of the aggregate outstanding principal amount of all other Advances of the Revolving Credit and of the Swing Line then outstanding hereunder, in each case whether to Company or the Permitted Borrowers (using the Current Dollar Equivalent of any such Advances outstanding in any Alternative Currency, determined pursuant to the terms hereof as of the date of such requested Advance), plus the aggregate undrawn portion of any Letters of Credit which shall be outstanding as of the date of the requested Advance (based on such date plus the Dollar Amount of the undrawn portion of any Letters of Credit denominated in Dollars and the Current Dollar Equivalent of the undrawn portion of any Letters of Credit denominated in any Alternative Currency), the aggregate face amount of Letters of Credit requested but not yet issued (determined as aforesaid) and the aggregate amount of all drawings made under any Letter of Credit Obligations on such date for which the Agent has not received full reimbursement from the applicable Account Party (using the Current Dollar Equivalent thereof for any Letters of Credit denominated in any Alternative Currency), shall not exceed the lesser of then applicable Revolving Credit Aggregate Commitment and the Combined Borrowing BaseCommitment; provided however, that, in the case of any Advance of the Revolving Credit being applied to refund an outstanding Swing Line Advance, the aggregate principal amount of such Swing Line Advances to be refunded shall not be included for purposes of calculating availability the limitation under this Section 2.3(c);
(d) in the case of a Permitted Borrower, on the proposed date of such Advance, the principal amount of the Advance of the Revolving Credit being requested by such Permitted Borrower (determined and tested as aforesaid), plus the principal amount of any other Advances of the Revolving Credit and of the Swing Line being requested by such Permitted Borrower on such date, plus the principal amount of any other Advances of the Revolving Credit and all Advances of the Swing Line then outstanding to such Permitted Borrower hereunder (determined as aforesaid), plus the undrawn portion of any Letter of Credit which shall be outstanding as of the date of the requested Advance for the account of such Permitted Borrower, plus the aggregate face amount of Letters of Credit requested but not yet issued for the account of such Permitted Borrower (in each case determined as aforesaid), plus the unreimbursed amount of any drawings under any Letters of Credit (using the Current Dollar Equivalent thereof for any Letters of Credit denominated in any Alternative Currency) issued for the account of such Permitted Borrower, shall not exceed the applicable Permitted Borrower Sublimit;
(e) in the case of a Prime-based Advance, the principal amount of the initial funding of such Advance, as opposed to any refunding or conversion thereof, shall be at least $1,000,00010,000,000;
(ef) in the case of a Eurocurrency-based Advance, the principal amount of such Advance, plus the amount of any other outstanding Advance of the Revolving Credit to be then combined therewith having the same Applicable Interest Rate and Interest Period, if any, shall be at least Fifteen Million Dollars ($2,000,000 15,000,000) or the equivalent thereof in an Alternative Currency (or a larger integral multiple of One Hundred Thousand Dollars ($100,000), or the equivalent thereof in the applicable Alternative Currency) and at any one time there shall not be in effect more than six (6x) for Advances to Company, ten (10) Applicable Interest Rates and Interest Periods, and (y) for Advances to each Permitted Borrower five (5) Applicable Interest Rates and Interest Periods for each such currency;
(g) a Request for Revolving Credit Advance, once delivered to Agent, shall not be revocable by Company or the Permitted Borrowers;
(h) each Request for Revolving Credit Advance shall constitute a certification by the Company and the applicable Permitted Borrower, if any, as of the date thereof that:
(i) both before and after such Advance, the obligations of the Company and the Permitted Borrowers set forth in this Agreement and the other Loan Documents to which such Persons are parties are valid, binding and enforceable obligations of the Company and the Permitted Borrowers, as the case may be;
(ii) all conditions to Advances of the Revolving Credit have been satisfied, and shall remain satisfied to the date of such Advance (both before and after giving effect to such Advance);
(iii) there is no Default or Event of Default in existence, and none will exist upon the making of such Advance (both before and after giving effect to such Advance);
(iv) the representations and warranties contained in this Agreement and the other 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 Advance (both before and after giving effect to such Advance); and
(v) the execution of such Request for Advance will not violate the material terms and conditions of any material contract, agreement or other borrowing of Company or the Permitted Borrowers. Agent, acting on behalf of the Lenders, may, at its option, lend under this Section 2 upon the telephone request of an Authorized Officer of Company or a Permitted Borrower and, in the event Agent, acting on behalf of the Lenders, makes any such Advance upon a telephone request, the requesting officer shall fax to Agent, on the same day as such telephone request, a Request for Advance. Company and Permitted Borrowers hereby authorize Agent to disburse Advances under this Section 2.3 pursuant to the telephone instructions of any person purporting to be a person identified by name on a written list of persons authorized by the Company and delivered to Agent prior to the date of such request to make Requests for Advance on behalf of the Company and the Permitted Borrowers. Notwithstanding the foregoing, the Company and each Permitted Borrower acknowledge that Company and each such Permitted Borrower shall bear all risk of loss resulting from disbursements made upon any telephone request. Each telephone request for an Advance shall constitute a certification of the matters set forth in the Request for Revolving Credit Advance form as of the date of such requested Advance.
Appears in 1 contract
Samples: Long Term Revolving Credit Agreement (Vishay Intertechnology Inc)
Requests for and Refundings and Conversions of Advances. The Company Borrower may request an Advance of the Revolving Credit, refund any such Advance in the same type of Advance or convert any such Advance to any other type of Advance of the Revolving Credit only after delivery to Agent of a Request for Revolving Credit Advance executed by a person previously authorized (in a writing delivered to the Agent by the Company) Borrower to execute such Request, subject to the following and to the remaining provisions hereof:
(a) each such Request for Revolving Credit Advance shall set forth the information required on the Request for Revolving Credit Advance form annexed hereto as Exhibit Aform, including without limitation:
(i) the proposed date of such Advance, which must be a Business Day;
(ii) whether such Advance is a refunding or conversion of an outstanding Advance;
(iii) whether such Advance is to be provided in Dollars or euros; provided, however that any Revolving Credit Advance made on the Restatement Date shall be provided in Dollars; and
(iiiiv) whether such Advance is to be a Prime-based Advance or a Eurocurrency-based Advance, and, except in the case of a Prime-based Advance, the first Interest Period applicable thereto.; provided, however, that the initial Revolving Credit Advance made on the Restatement Date shall be a Prime-based Advance;
(b) each such Request for Revolving Credit Advance shall be delivered to Agent by noon (Detroit time) three (3) Business Days prior to the proposed date of Advance, except in the case of a Prime-based Advance, for which the Request for Advance must be delivered by noon 11:00 a.m. (Detroit time) on such proposed date for AdvancesPrime-based Advances in Dollars or in the case of Advances to be made in euros, for which the Request for Advance must be delivered by noon (Detroit time) three (3) Business Days prior to the proposed date of Advance;
(c) on the proposed date of such Advance,
(i) , after giving effect to the Dollar Amount of all Advances and Letters of the Revolving Credit and of the Swing Line requested by the Company Borrower on such date of determination (including including, without duplication, the deemed Advances funded by Agent under Section 3.6(a) hereof in respect of the Company's Borrower’s or an applicable Account Party's ’s Reimbursement Obligation hereunder), the aggregate outstanding principal amount sum of all Advances to the Company on such date plus the aggregate amount of Letter of Credit Obligations on such date shall not exceed the lesser of then applicable Revolving Credit Aggregate Commitment and the Domestic Borrowing Base; and
(iix) after giving effect to all Advances requested by the Company and the Canadian Permitted Borrower on such date of determination (including deemed Advances funded by Agent under Section 3.6(a) hereof in respect of the Company's or an applicable Account Party's Reimbursement Obligation hereunder), the Dollar Equivalent Amount of the aggregate outstanding principal amount of all Advances of the Revolving Credit and of the Swing Line requested or outstanding on such date plus the aggregate amount (y) Dollar Amount of all Letter of Credit Obligations on as of such date date, shall not exceed the lesser of the then applicable Revolving Credit Aggregate Commitment and the Combined Borrowing Base; provided however, that, in the case of any Advance being applied to refund an outstanding Advance, the aggregate principal amount of such Advances to be refunded shall not be included for purposes of calculating availability under this Section 2.3(c);
(d) in the case of a Prime-based Advance, the principal amount of the initial funding of such Advance, as opposed to any refunding or conversion thereof, shall be at least $1,000,0001,500,000;
(e) in the case of a Eurocurrency-based Advance, the principal amount of such Advance, plus the amount of any other outstanding Advance of the Revolving Credit Advance to be then combined therewith having the same Applicable Interest Rate and Interest Period, if any, shall be in the case of Advances in Dollars, at least Two Million Dollars ($2,000,000 2,000,000) or the equivalent thereof in euros (or a larger integral multiple of One Hundred Thousand Dollars ($100,000)) or the equivalent thereof in euros) and, and in any case, at any one time there shall not be in effect more than six (6)
Appears in 1 contract
Requests for and Refundings and Conversions of Advances. The Company may request an Advance of the Revolving Credit, refund any such Advance in the same type of Advance or convert any such Advance to any other type of Advance of the Revolving Credit only after delivery to Agent of a Request for Revolving Credit Advance executed by a Responsible Officer or other person previously authorized (in a writing delivered to the Agent Agent) by the Company) Company to execute such Request, subject to the following and to the remaining provisions hereoffollowing:
(a) each such Request for Revolving Credit Advance shall set forth the information required on the Request for Revolving Credit Advance form annexed hereto as Exhibit A, including without limitation:
(i) the proposed date of such Advance, which must be a Business Day;
(ii) whether such Advance is a refunding or conversion of an outstanding Advance; and
(iii) whether such Advance is to be a Prime-based Advance or a Eurocurrency-based Advance, and, except in the case of a Prime-based Advance, the first Interest Period applicable thereto.
(b) each such Request for Revolving Credit Advance shall be delivered to Agent by noon 1:00 p.m. (Detroit time) at least three (3) Business Days prior to the proposed date of Advance, except in the case of a Prime-based Advance, for which the Request for Advance must be delivered by noon 1:00 p.m. (Detroit time) on such proposed date for Advances;
(c) on the proposed date of such Advance,
, the sum of (ix) after giving effect to the aggregate principal amount of all Advances of the Revolving Credit and of the Swing Line requested or outstanding on such date (including without limitation all Advances and Letters of Credit requested by the Company but not yet funded or issued on such date of determination (including and including, without duplication, the deemed Advances funded by the Agent under Section 3.6(a) hereof in respect of the Company's or an applicable Account Party's Reimbursement Obligation hereunder), ) plus (y) the aggregate outstanding principal amount of all Advances to the Company on such date plus the aggregate amount of Letter of Credit Obligations on as of such date date, shall not exceed the lesser of then applicable Revolving Credit Aggregate Commitment and the Domestic Borrowing Base; and
(ii) after giving effect to all Advances requested by the Company and the Canadian Permitted Borrower on such date of determination (including deemed Advances funded by Agent under Section 3.6(a) hereof in respect of the Company's or an applicable Account Party's Reimbursement Obligation hereunder), the Dollar Equivalent Amount of the aggregate outstanding principal amount of all Advances of the Revolving Credit and of the Swing Line on such date plus the aggregate amount of Letter of Credit Obligations on such date shall not exceed the lesser of then applicable Revolving Credit Aggregate Commitment and the Combined Borrowing BaseCommitment; provided however, that, in the case of any Advance being applied to refund or convert an outstanding Advance, the aggregate principal amount of such Advances to be refunded or converted shall not be included for purposes of calculating availability under this Section 2.3(c);
(d) in the case of a Prime-based Advance, the principal amount of the initial funding of such Advance, as opposed to any refunding or conversion thereof, shall be at least $1,000,0002,000,000;
(e) in the case of a Eurocurrency-based Advance, the principal amount of such Advance, plus the amount of any other outstanding Advance of the Revolving Credit to be then combined therewith having the same Applicable Interest Rate and Interest Period, if any, shall be at least $2,000,000 3,000,000 (or a larger integral multiple of $100,000), ) and at any one time there shall not be in effect more than six ten (610) Eurocurrency-based Rates and Eurocurrency-Interest Periods;
(f) a Request for Revolving Credit Advance, once delivered to Agent, shall not be revocable by the Company;
(g) each Request for Revolving Credit Advance shall constitute a certification by the Company, as of the date thereof that:
(i) both before and after such Advance, the obligations of the Loan Parties set forth in this Agreement and the other Loan Documents to which such Persons are parties are valid, binding and enforceable obligations of such Loan Parties (subject to the limitations set forth in Section 5.7 of this Agreement);
(ii) all conditions to Advances of the Revolving Credit have been satisfied, and shall remain satisfied to the date of such Advance (both before and after giving effect to such Advance);
(iii) there is no Default or Event of Default in existence, and none will exist upon the making of such Advance (both before and after giving effect to such Advance);
(iv) the representations and warranties contained in this Agreement and the other 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 Advance (both before and after giving effect to such Advance), other than any representation or warranty that expressly speaks only as of a different date; and
(v) the execution of such Request for Advance will not violate the material terms and conditions of any material contract, agreement or other borrowing of the Company. Agent, acting on behalf of the Revolving Credit Banks, may, at its option, lend under this Section 2.3 upon the telephone request of a person previously authorized (in a writing delivered to the Agent) by the Company to make such requests and, in the event Agent, acting on behalf of the Revolving Credit Banks, makes any such Advance upon a telephone request, the requesting person shall fax to Agent, on the same day as such telephone request, a Request for Advance. The Company hereby authorizes Agent to disburse Advances under this Section 2.3 pursuant to the telephone instructions of any person purporting to be a person identified by name on a written list of persons authorized by the Company and delivered to Agent prior to the date of such request to make Requests for Advance on behalf of the Company. Notwithstanding the foregoing, the Company acknowledges that the Company shall bear all risk of loss resulting from disbursements made upon any telephone request. Each telephone request for an Advance shall constitute a certification of the matters set forth in the Request for Revolving Credit Advance form as of the date of such requested Advance.
Appears in 1 contract
Requests for and Refundings and Conversions of Advances. The Company or a Permitted Borrower (with the countersignature of Company hereunder) may request an Advance of the Revolving Credit, refund any such Advance in the same type of Advance or convert any such Advance to any other type of Advance of the Revolving Credit only after delivery to Agent of a Request for Revolving Credit Advance executed by a person previously authorized an Authorized Officer of Company or of such Permitted Borrower (in a writing delivered to with the Agent by countersignature of an Authorized Officer of the Company) to execute such Request), subject to the following and to the remaining provisions hereof:
(a) each such Request for Revolving Credit Advance shall set forth the information required on the Request for Revolving Credit Advance form annexed hereto as Exhibit AA-1, including without limitation:
(i) the proposed date of such Advance, which must be a Business Day;
(ii) whether such Advance is a refunding or conversion of an outstanding Advance; and;
(iii) whether such Advance is to be a Prime-based Advance or a Eurocurrency-based Advance, and, except in the case of a Prime-based Advance, the first Interest Period applicable thereto; and
(iv) in the case of a Eurocurrency-based Advance, the Permitted Currency in which such Advance is to be made.
(b) each such Request for Revolving Credit Advance shall be delivered to Agent by 12:00 noon (Detroit time) three (3) Business Days prior to the proposed date of Advance, except in the case of a Prime-based Advance, for which the Request for Advance must be delivered by 12:00 noon (Detroit time) on such proposed date for Advancesdate;
(c) on the proposed date of such Advance,
(i) after giving effect to all , the Dollar Amount of the principal amount of such requested Advance, plus the Dollar Amount of the principal amount of any other Advances of the Revolving Credit and of the Swing Line being requested by the Company on such date of determination (including deemed Advances funded by Agent under Section 3.6(a) hereof in respect of date, plus the Company's or an applicable Account Party's Reimbursement Obligation hereunder), the aggregate outstanding principal amount of all Advances to the Company on such date plus the aggregate amount of Letter of Credit Obligations on such date shall not exceed the lesser of then applicable Revolving Credit Aggregate Commitment and the Domestic Borrowing Base; and
(ii) after giving effect to all Advances requested by the Company and the Canadian Permitted Borrower on such date of determination (including deemed Advances funded by Agent under Section 3.6(a) hereof in respect of the Company's or an applicable Account Party's Reimbursement Obligation hereunder), the Dollar Equivalent Amount of the aggregate outstanding principal amount of all other Advances of the Revolving Credit and then outstanding hereunder, in each case whether to Company or the Permitted Borrowers (using the Current Dollar Equivalent of any such Advances outstanding in any Alternative Currency, determined pursuant to the terms hereof as of the Swing Line on date of such date plus the aggregate amount of Letter of Credit Obligations on such date requested Advance), shall not exceed the lesser of then applicable Revolving Credit Aggregate Commitment and the Combined Borrowing Base; provided however, that, Commitment;
(d) in the case of any Advance being applied to refund an outstanding a Permitted Borrower, on the proposed date of such Advance, the aggregate principal amount of the Advance of the Revolving Credit being requested by such Permitted Borrower (determined and tested as aforesaid), plus the principal amount of any other Advances of the Revolving Credit being requested by such Permitted Borrower on such date, plus the principal amount of any other Advances of the Revolving Credit then outstanding to be refunded such Permitted Borrower hereunder (determined as aforesaid), shall not be included for purposes of calculating availability under this Section 2.3(c)exceed the applicable Permitted Borrower Sublimit;
(de) in the case of a Prime-based Advance, the principal amount of the initial funding of such Advance, as opposed to any refunding or conversion thereof, shall be at least $1,000,00010,000,000;
(ef) in the case of a Eurocurrency-based Advance, the principal amount of such Advance, plus the amount of any other outstanding Advance of the Revolving Credit to be then combined therewith having the same Applicable Interest Rate and Interest Period, if any, shall be at least Fifteen Million Dollars ($2,000,000 15,000,000) or the equivalent thereof in an Alternative Currency (or a larger integral multiple of One Million Dollars ($100,0001,000,000), or the equivalent thereof in the applicable Alternative Currency) and at any one time there shall not be in effect more than six (6x) for Advances to Company, ten (10) Applicable Interest Rates and Interest Periods, and (y) for Advances to each Permitted Borrower five (5) Applicable Interest Rates and Interest Periods for each such currency;
(g) a Request for Revolving Credit Advance, once delivered to Agent, shall not be revocable by Company or the Permitted Borrowers;
(h) each Request for Revolving Credit Advance shall constitute a certification by the Company and the applicable Permitted Borrower, if any, as of the date thereof that:
(i) both before and after such Advance, the obligations of the Company and the Permitted Borrowers set forth in this Agreement and the other Loan Documents to which such Persons are parties are valid, binding and enforceable obligations of the Company and the Permitted Borrowers, as the case may be;
(ii) all conditions to Advances of the Revolving Credit have been satisfied, and shall remain satisfied to the date of such Advance (both before and after giving effect to such Advance);
(iii) there is no Default or Event of Default in existence, and none will exist upon the making of such Advance (both before and after giving effect to such Advance);
(iv) the representations and warranties contained in this Agreement and the other 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 Advance (both before and after giving effect to such Advance); and
(v) the execution of such Request for Advance will not violate the material terms and conditions of any material contract, agreement or other borrowing of Company or the Permitted Borrowers. Agent, acting on behalf of the Lenders, may, at its option, lend under this Section 2 upon the telephone request of an Authorized Officer of Company or a Permitted Borrower and, in the event Agent, acting on behalf of the Lenders, makes any such Advance upon a telephone request, the requesting officer shall fax to Agent, on the same day as such telephone request, a Request for Advance. Company and Permitted Borrowers hereby authorize Agent to disburse Advances under this Section 2.3 pursuant to the telephone instructions of any person purporting to be a person identified by name on a written list of persons authorized by the Company and delivered to Agent prior to the date of such request to make Requests for Advance on behalf of the Company and the Permitted Borrowers. Notwithstanding the foregoing, the Company and each Permitted Borrower acknowledge that Company and each such Permitted Borrower shall bear all risk of loss resulting from disbursements made upon any telephone request. Each telephone request for an Advance shall constitute a certification of the matters set forth in the Request for Revolving Credit Advance form as of the date of such requested Advance.
Appears in 1 contract
Samples: Short Term Revolving Credit Agreement (Vishay Intertechnology Inc)
Requests for and Refundings and Conversions of Advances. The Company Borrower may request an Advance of the Revolving Equipment Credit, refund any such Advance in the same type of Advance or convert any such Advance to any other type of Advance of the Revolving Equipment Credit only after delivery to Agent of a Request for Revolving Equipment Credit Advance executed by a person previously authorized (in a writing delivered to the Agent Agent) by the Company) Borrower to execute such Request, subject to the following and to the remaining provisions hereoffollowing:
(a) each such Request for Revolving Equipment Credit Advance (other than the initial Request for Equipment Credit Advance the proceeds of which are to be used to refinance existing Debt) shall be accompanied by copies of the invoices for the Eligible Equipment being purchased with the proceeds of the Advance (or such other information as the Agent or the Majority Lenders shall require in connection with a requested Equipment Credit Advance the proceeds of which are to be used in connection with a Permitted Acquisition) and shall set forth the information required on the Request for Revolving Equipment Credit Advance form annexed hereto as Exhibit AP, including without limitation:
(i) the proposed date of such Advance, which must be a Business Day;
(ii) whether such Advance is a refunding or conversion of an outstanding Advance; and
(iii) whether such Advance is to be a Prime-based Base Rate Advance or a EurocurrencyEurodollar-based Advance, and, except in the case of a Prime-based Base Rate Advance, the first Interest Period applicable thereto.
(b) each such Request for Revolving Equipment Credit Advance shall be delivered to Agent by noon 1:00 p.m. (Detroit time) three (3) Business Days prior to the proposed date of the Advance, except in the case of a Prime-based Base Rate Advance, for which the Request for Advance must be delivered by noon 11:00 a.m. (Detroit time) on one (1) Business Day prior to such proposed date for Advances;
(c) on the proposed date amount of the requested Advance shall not exceed (x) one hundred percent (100%) of the invoice cost of the Eligible Equipment being purchased with the proceeds of such Advance,Advance (excluding installation and delivery expense, taxes and training expense) or (y) one hundred percent (100%) of the value of the Eligible Equipment which is being acquired by a Credit Party in connection with a Permitted Acquisition (such value to be as mutually agreed upon by the Borrower and Agent or if the Borrower and Agent cannot agree upon a value, then based upon a fair market value appraisal of such Eligible Equipment from an appraiser acceptable to Agent the cost of which shall be paid by the Borrower); provided that the Borrower shall request an initial Equipment Credit Advance which shall be used to refinance
(i) after giving effect to all Advances of the Revolving Credit and of the Swing Line requested existing Debt incurred by the Company on such date of determination (including deemed Advances funded by Agent Borrower or a Guarantor under Section 3.6(a) hereof Borrower’s existing credit facility with Comerica Bank in respect of the Company's or an applicable Account Party's Reimbursement Obligation hereunder), the aggregate outstanding principal amount of all Advances to the Company on such date plus the aggregate amount of Letter of Credit Obligations on such date shall not exceed the lesser of then applicable Revolving Credit Aggregate Commitment at least $5,000,000 and the Domestic Borrowing Base; and
(ii) after giving effect to all Advances requested by the Company and the Canadian Permitted Borrower on such date of determination (including deemed Advances funded by Agent under Section 3.6(a) hereof in respect existing term Debt of the Company's Borrower or an applicable Account Party's Reimbursement Obligation hereunder), the Dollar Equivalent Amount a Guarantor of the aggregate outstanding principal amount of all Advances of the Revolving Credit and of the Swing Line on such date plus the aggregate amount of Letter of Credit Obligations on such date shall not exceed the lesser of then applicable Revolving Credit Aggregate Commitment and the Combined Borrowing Baseat least $6,000,000; provided however, that, in the case of any Advance being applied to refund or convert an outstanding Advance, the aggregate principal amount of such Advances to be refunded foregoing requirement shall not be included for purposes of calculating availability under this Section 2.3(c)applicable;
(d) in the case of a Prime-based Base Rate Advance, the principal amount of the initial funding of such Advance, as opposed to any refunding or conversion thereof, shall be at least $1,000,000750,000 (or a larger integral multiple of $10,000);
(e) in the case of a EurocurrencyEurodollar-based Advance, the principal amount of such Advance, plus the amount of any other outstanding Advance of the Revolving Equipment Credit to be then combined therewith having the same Applicable Interest Rate and Interest Period, if any, shall be at least $2,000,000 1,000,000 (or a larger integral multiple of $100,000), 10,000) and at any one time there shall not be in effect more than six two (62) Eurodollar-Interest Periods in effect with respect to each Equipment Credit Advance;
(f) a Request for Equipment Credit Advance, once delivered to Agent, shall not be revocable by the Borrower;
(g) each Request for Equipment Credit Advance shall constitute a certification by the Borrower, as of the date thereof that:
(i) all conditions to Advances of the Equipment Credit have been satisfied, and shall remain satisfied to the date of such Advance (both before and after giving effect to such Advance);
(ii) there is no Default or Event of Default in existence, and none will exist upon the making of such Advance (both before and after giving effect to such Advance); and
(iii) the representations and warranties contained in this Agreement and the other 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 Advance (both before and after giving effect to such Advance), other than any representation or warranty that expressly speaks only as of a different date. Agent, acting on behalf of the Equipment Credit Lenders, may, at its option, lend under this Section 2.A.3 upon the telephone request of a person previously authorized (in a writing delivered to the Agent) by the Borrower to make such requests and, in the event Agent, acting on behalf of the Equipment Credit Lenders, makes any such Advance upon a telephone request, the requesting officer shall fax to Agent, on the same day as such telephone request, a Request for Equipment Credit Advance. The Borrower hereby authorizes Agent to disburse Advances under this Section 2.A.3 pursuant to the telephone instructions of any person purporting to be a person identified by name on a written list of persons authorized by the Borrower and delivered to Agent prior to the date of such request to make Requests for Equipment Credit Advance on behalf of the Borrower. Notwithstanding the foregoing, the Borrower acknowledges that the Borrower shall bear all risk of loss resulting from disbursements made upon any telephone request. Each telephone request for an Advance shall constitute a certification of the matters set forth in the Request for Equipment Credit Advance form as of the date of such requested Advance.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (LINC Logistics Co)
Requests for and Refundings and Conversions of Advances. The Company may request an Advance of the Revolving Credit, refund any such Advance in the same type of Advance or convert any such Advance to any other type of Advance of the Revolving Credit only after delivery to Agent of a Request for Revolving Credit Advance executed by a person previously authorized (in a writing delivered to the Agent Agent) by the Company) Company to execute such Request, subject to the following and to the remaining provisions hereoffollowing:
(a) each such Request for Revolving Credit Advance shall set forth the information required on the Request for Revolving Credit Advance form annexed hereto as Exhibit A, including without limitation:
(i) the proposed date of such Advance, which must be a Business Day;
(ii) whether such Advance is a refunding or conversion of an outstanding Advance; and
(iii) whether such Advance is to be a Prime-based Advance or a Eurocurrency-based Advance, and, except in the case of a Prime-based Advance, the first Interest Period applicable thereto.
(b) each such Request for Revolving Credit Advance shall be delivered to Agent by noon 1:00 p.m. (Detroit time) three (3) Business Days prior to the proposed date of Advance, except in the case of a Prime-based Advance, for which the Request for Advance must be delivered by noon 11:00 a.m. (Detroit time) on such proposed date for Advances;
(c) on the proposed date of such Advance,
(i) , after giving effect to all Advances and Letters of the Revolving Credit and of the Swing Line requested by the Company on such date of determination (including including, without duplication, the deemed Advances funded by Agent under Section 3.6(a) hereof in respect of the Company's or an applicable Account Party's Reimbursement Obligation reimbursement obligation hereunder), the aggregate outstanding principal amount sum of all Advances to the Company on such date plus (x) the aggregate amount of Letter of Credit Obligations on such date shall not exceed the lesser of then applicable Revolving Credit Aggregate Commitment and the Domestic Borrowing Base; and
(ii) after giving effect to all Advances requested by the Company and the Canadian Permitted Borrower on such date of determination (including deemed Advances funded by Agent under Section 3.6(a) hereof in respect of the Company's or an applicable Account Party's Reimbursement Obligation hereunder), the Dollar Equivalent Amount of the aggregate outstanding principal amount of all Advances of the Revolving Credit and of the Swing Line requested or outstanding on such date plus (y) the aggregate amount of Letter of Credit Obligations on as of such date date, shall not exceed the lesser of the then applicable (i) Borrowing Base and (ii) Revolving Credit Aggregate Commitment and the Combined Borrowing BaseCommitment; provided however, that, in the case of any Advance being applied to refund or convert an outstanding Advance, the aggregate principal amount of such Advances to be refunded or converted shall not be included for purposes of calculating availability under this Section 2.3(c);
(d) in the case of a Prime-based Advance, the principal amount of the initial funding of such Advance, as opposed to any refunding or conversion thereof, shall be at least $1,000,000500,000;
(e) in the case of a Eurocurrency-based Advance, the principal amount of such Advance, plus the amount of any other outstanding Advance of the Revolving Credit to be then combined therewith having the same Applicable Interest Rate and Interest Period, if any, shall be at least $2,000,000 1,000,000 (or a larger integral multiple multiples of $100,000), 500,000) and at any one time there shall not be in effect more than six 3 Eurocurrency-based Rates and Eurocurrency-Interest Periods;
(6f) a Request for Revolving Credit Advance, once delivered to Agent, shall not be revocable by the Company;
(g) each Request for Revolving Credit Advance shall constitute a certification by the Company, as of the date thereof that:
(i) both before and after such Advance, the obligations of the Loan Parties set forth in this Agreement and the other Loan Documents to which such Persons are parties are valid, binding and enforceable obligations of such Loan Parties;
(ii) all conditions to Advances of the Revolving Credit have been satisfied, and shall remain satisfied to the date of such Advance (both before and after giving effect to such Advance);
(iii) there is no Default or Event of Default in existence, and none will exist upon the making of such Advance (both before and after giving effect to such Advance);
(iv) the representations and warranties contained in this Agreement and the other 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 Advance (both before and after giving effect to such Advance), other than any representation or warranty that expressly speaks only as of a different date; and
(v) the execution of such Request for Advance will not violate the material terms and conditions of any material contract, agreement or other borrowing of the Company. Agent, acting on behalf of the Banks, may, at its option, lend under this Section 2.3 upon the telephone request of a person previously authorized (in a writing delivered to the Agent) by the Company to make such requests and, in the event Agent, acting on behalf of the Banks, makes any such Advance upon a telephone request, the requesting officer shall fax to Agent, on the same day as such telephone request, a Request for Advance. The Company hereby authorizes Agent to disburse Advances under this Section 2.3 pursuant to the telephone instructions of any person purporting to be a person identified by name on a written list of persons authorized by the Company and delivered to Agent prior to the date of such request to make Requests for Advance on behalf of the Company. Notwithstanding the foregoing, the Company acknowledges that the Company shall bear all risk of loss resulting from disbursements made upon any telephone request. Each telephone request for an Advance shall constitute a certification of the matters set forth in the Request for Revolving Credit Advance form as of the date of such requested Advance.
Appears in 1 contract
Requests for and Refundings and Conversions of Advances. The Company Borrowers may request an Advance of the Revolving Credit, refund any such Advance in the same type of Advance or convert any such Advance to any other type of Advance of the Revolving Credit only after delivery to Agent of a Request for Revolving Credit Advance executed by a person previously authorized (in a writing delivered to the Agent Agent) by the Company) Borrowers to execute such Request, subject to the following and to the remaining provisions hereoffollowing:
(a) each such Request for Revolving Credit Advance shall set forth the information required on the Request for Revolving Credit Advance form annexed hereto as Exhibit Aform, including without limitation:
(i) the proposed date of such Advance, which must be a Business Day;
(ii) whether such Advance is a refunding or conversion of an outstanding Advance; and
(iii) whether such Advance is to be a Prime-based Advance or a Eurocurrency-based Advance, and, except in the case of a Prime-based Advance, the first Interest Period applicable thereto.
(b) each such Request for Revolving Credit Advance shall be delivered to Agent by noon 1:00 p.m. (Detroit Eastern Standard time) three (3) Business Days prior to the proposed date of Advance, except in the case of a Prime-based Advance, for which the Request for Advance must be delivered by noon 1:00 p.m. (Detroit Eastern Standard time) on such proposed date for Advances;
(c) on the proposed date of such Advance,
(i) , after giving effect to all Advances and Letters of the Revolving Credit and of the Swing Line requested by the Company Borrowers on such date of determination (including including, without duplication, the deemed Advances funded by Agent under Section 3.6(a) hereof in respect of the Company's Borrowers’ or an applicable Account Party's Reimbursement Obligation ’s reimbursement obligation hereunder), the aggregate outstanding principal amount sum of all Advances to the Company on such date plus (x) the aggregate amount of Letter of Credit Obligations on such date shall not exceed the lesser of then applicable Revolving Credit Aggregate Commitment and the Domestic Borrowing Base; and
(ii) after giving effect to all Advances requested by the Company and the Canadian Permitted Borrower on such date of determination (including deemed Advances funded by Agent under Section 3.6(a) hereof in respect of the Company's or an applicable Account Party's Reimbursement Obligation hereunder), the Dollar Equivalent Amount of the aggregate outstanding principal amount of all Advances of the Revolving Credit and of the Swing Line requested or outstanding on such date plus (y) the aggregate amount of Letter of Credit Obligations on as of such date date, shall not exceed the lesser of then applicable Revolving Credit Aggregate Commitment and the Combined Borrowing Base; provided however, that, in the case of any Advance being applied to refund an outstanding Advance, the aggregate principal amount of such Advances to be refunded shall not be included for purposes of calculating availability under this Section 2.3(c)Commitment;
(d) in the case of a Prime-based Advance, the principal amount of the initial funding of such Advance, as opposed to any refunding or conversion thereof, shall be at least $1,000,0001,500,000;
(e) in the case of a Eurocurrency-based Advance, the principal amount of such Advance, plus the amount of any other outstanding Advance of the Revolving Credit to be then combined therewith having the same Applicable Interest Rate and Interest Period, if any, shall be at least $2,000,000 2,500,000 (or a larger integral multiple of $100,000), ) and at any one time there shall not be in effect more than six three (63) Eurocurrency-based Rates and Eurocurrency-Interest Periods;
(f) a Request for Revolving Credit Advance once delivered to Agent, shall not be revocable by Borrowers;
(g) each Request for Revolving Credit Advance shall constitute a certification by Borrowers, as of the date thereof that:
(i) both before and after such Advance, the obligations of the Loan Parties set forth in this Agreement and the other Loan Documents to which such Persons are parties are valid, binding and enforceable obligations of such Loan Parties;
(ii) all conditions to Advances of the Revolving Credit have been satisfied, and shall remain satisfied to the date of such Advance (both before and after giving effect to such Advance);
(iii) there is no Default or Event of Default in existence, and none will exist upon the making of such Advance (both before and after giving effect to such Advance);
(iv) the representations and warranties contained in this Agreement and the other 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 Advance (both before and after giving effect to such Advance), other than any representation or warranty that expressly speaks only as of a different date; and
(v) the execution of such Request for Advance will not violate the material terms and conditions of any material contract, agreement or other borrowing of Borrowers. Agent, acting on behalf of the Banks, may also, at its option, lend under this Section 2.3 upon the telephone request of a person previously authorized (in a writing delivered to the Agent) by Borrowers to make such requests and, in the event Agent, acting on behalf of the Banks, makes any such Advance upon a telephone request, the requesting officer shall fax to Agent, on the same day as such telephone request, a Request for Advance. Borrowers hereby authorize Agent to disburse Advances under this Section 2.3 pursuant to the telephone instructions of any person purporting to be a person identified by name on a written list of persons authorized by Borrowers and delivered to Agent prior to the date of such request to make Requests for Advance on behalf of Borrowers. Notwithstanding the foregoing, Borrowers acknowledge that each Borrower shall bear all risk of loss resulting from disbursements made upon any telephone request. Each telephone request for an Advance shall constitute a certification of the matters set forth in the Request for Revolving Credit Advance form as of the date of such requested Advance.
Appears in 1 contract
Requests for and Refundings and Conversions of Advances. The Company may request an Advance of the Revolving Credit, a refund of any such Advance of the Revolving Credit in the same type of Advance or to convert any such Advance to any other type of Advance of the Revolving Credit only after by delivery to Agent of a Request for Revolving Credit Advance executed by a person previously authorized (in a writing delivered to the Agent by an Authorized Signer for the Company) to execute such Request, subject to the following and to the remaining provisions hereof:
(a) each such Request for Revolving Credit Advance shall set forth the information required on the Request for Revolving Credit Advance form annexed hereto as Exhibit AAdvance, including without limitation:
(i) the proposed date of such Advance (or the refunding or conversion of an outstanding Advance), which must be a Business Day;
(ii) whether such Advance is a new Advance (or a refunding or conversion of an outstanding Advance); and
(iii) whether such Advance is to be a Prime-based Base Rate Advance or a EurocurrencyEurodollar-based Advance, and, except in the case of a Prime-based Base Rate Advance, the first Interest Period applicable thereto.
(b) each such Request for Revolving Credit Advance shall be delivered to Agent by 12:00 noon (Detroit time) three (3) Business Days prior to the proposed date of Advance, except in the case of a Prime-based Base Rate Advance, for which the Request for Advance must be delivered by 12:00 noon (Detroit time) on such proposed date for Advancesdate;
(c) on the proposed date of such Advance,
(i) Advance and after giving effect to all outstanding requests for Advances of the Revolving Credit and of the Swing Line Advances and Letters of Credit requested by the Company on such date of determination (including including, without duplication, Advances that are deemed Advances funded by Agent under disbursed pursuant to Section 3.6(a) hereof in respect of the Company's or an applicable Account Party's ’s Reimbursement Obligation Obligations hereunder), ) the aggregate outstanding principal amount of all Advances to the Company on such date plus the aggregate amount of and Letter of Credit Obligations on such date shall not exceed the lesser of then applicable (i) the Revolving Credit Aggregate Commitment and the Domestic Borrowing Base; and
(ii) after giving effect to all Advances requested by the Company and the Canadian Permitted Borrower on such date of determination (including deemed Advances funded by Agent under Section 3.6(a) hereof Borrowing Base Limitation, in respect of the Company's or an applicable Account Party's Reimbursement Obligation hereunder), the Dollar Equivalent Amount of the aggregate outstanding principal amount of all Advances of the Revolving Credit and of the Swing Line on such date plus the aggregate amount of Letter of Credit Obligations on such date shall not exceed the lesser of each case then applicable Revolving Credit Aggregate Commitment and the Combined Borrowing Baseapplicable; provided however, that, in the case of any Advance of the Revolving Credit being applied to refund an outstanding AdvanceSwing Line Advance or repay any Letter of Credit Obligations, the aggregate principal amount of such Swing Line Advances to be refunded or Letter of Credit Obligations to be paid, as the case may be, shall not be included for purposes of calculating availability the limitation under this Section 2.3(c);
(d) in the case of a Prime-based Advance, the principal amount of the initial funding of such Advance, as opposed to any refunding or conversion thereof, shall be at least $1,000,000;
(e) in the case of a Eurocurrency-based Advance, the principal amount of such Advance, plus the amount of any other outstanding Advance of the Revolving Credit to be then combined therewith having the same Applicable Interest Rate and Interest Period, if any, shall be (i) in the case of a Base Rate Advance at least Two Million Five Hundred Thousand Dollars ($2,000,000 2,500,000) and (ii) in the case of a Eurodollar-based Advance at least Two Million Five Hundred Thousand Dollars ($2,500,000) (or a larger integral multiple of One Million Dollars ($100,0001,000,000)), or the remainder available under the Revolving Credit Aggregate Commitment if less than $2,500,000 and at any one time there shall not be in effect more than six (6) Applicable Interest Rates and Interest Periods;
(e) a Request for Advance, once delivered to Agent, shall not be revocable by Company;
(f) each Request for Advance shall constitute and include a certification by the Company as of the date thereof that:
(i) both before and after such Advance, the obligations of the Company set forth in this Agreement and of Company and its Subsidiaries in the other Loan Documents to which such Persons are parties are valid, binding and enforceable obligations of such Persons;
(ii) all conditions to Advances of the Revolving Credit have been satisfied, and shall remain satisfied to the date of such Advance (both before and after giving effect to such Advance);
(iii) there is no Default or Event of Default in existence, and none will exist upon the making of such Advance (both before and after giving effect to such Advance);
(iv) the representations and warranties contained in this Agreement and the other 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 Advance, except to the extent such representations and warranties (other than Section 6.12 hereof, which shall be deemed to be remade as of the date of such Request for purposes of this clause (iv), notwithstanding the limitation contained therein) are not, by their terms, continuing representations and warranties, but speak only as of a specific date (both before and after giving effect to such Advance); and
(v) the execution of such Request for Advance will not violate the material terms and conditions of any material contract, agreement or other borrowing of Company. Agent, acting on behalf of the Banks, may, at its option, lend under this Section 2 upon the telephone or e-mail request of an Authorized Signer of the Company to make such requests and, in the event Agent, acting on behalf of the Banks, makes any such Advance upon a telephone or email request, the Authorized Signer shall fax or deliver by electronic file to Agent, on the same day as such telephone or email request, an executed Request for Advance. The Company hereby authorizes Agent to disburse Advances under this Section 2.3 pursuant to the telephone or e-mail instructions of any person purporting to be an Authorized Signer. Notwithstanding the foregoing, the Company acknowledges that it shall bear all risk of loss resulting from disbursements made upon any telephone or email request. Each telephone or email request for an Advance shall constitute a certification of the matters set forth in the Request for Revolving Credit Advance form as of the date of such requested Advance.
Appears in 1 contract
Requests for and Refundings and Conversions of Advances. The Company or a Permitted Borrower (with the countersignature of Company hereunder) may request an Advance of the Revolving Credit, refund any such Advance in the same type of Advance or convert any such Advance to any other type of Advance of the Revolving Credit only after delivery to Agent of a Request for Revolving Credit Advance executed by a person previously an authorized officer of Company or of such Permitted Borrower (in a writing delivered to with the Agent by countersignature of an authorized officer of the Company) to execute such Request), subject to the following and to the remaining provisions hereof:
(a) each such Request for Revolving Credit Advance shall set forth the information required on the Request for Revolving Credit Advance form annexed hereto as Exhibit A, including without limitation:
(i) the proposed date of such Advance, which must be a Business Day;
(ii) whether such Advance is a refunding or conversion of an outstanding Advance; and;
(iii) whether such Advance is to be a Prime-based Advance or a Eurocurrency-based Advance, and, except in the case of a Prime-based Advance, the first Interest Period applicable thereto; and
(iv) in the case of a Eurocurrency-based Advance, the Permitted Currency in which such Advance is to be made.
(b) each such Request for Revolving Credit Advance shall be delivered to Agent by 12 noon (Detroit time) three (3) Business Days prior to the proposed date of Advance, except in the case of a Prime-based Advance, for which the Request for Advance must be delivered by 12:00 noon (Detroit time) on such proposed date for Advancesdate;
(c) on without duplication, the proposed date principal amount (or Dollar Amount of the principal amount, if such Advance of the Revolving Credit is being initially funded in an Alternative Currency) of such requested Advance,
, plus the principal amount (ior Dollar Amount of the principal amount, if such other Advance is being initially funded in an Alternative Currency) after giving effect to all of any other Advances of the Revolving Credit and of the Swing Line being requested by the Company on such date of determination (including deemed Advances funded by Agent under Section 3.6(a) hereof in respect of date, plus the Company's or an applicable Account Party's Reimbursement Obligation hereunder), the aggregate outstanding principal amount of all Advances to the Company on such date plus the aggregate amount of Letter of Credit Obligations on such date shall not exceed the lesser of then applicable Revolving Credit Aggregate Commitment and the Domestic Borrowing Base; and
(ii) after giving effect to all Advances requested by the Company and the Canadian Permitted Borrower on such date of determination (including deemed Advances funded by Agent under Section 3.6(a) hereof in respect of the Company's or an applicable Account Party's Reimbursement Obligation hereunder), the Dollar Equivalent Amount of the aggregate outstanding principal amount of all other Advances of the Revolving Credit and of the Swing Line then outstanding hereunder, in each case whether to Company or the Permitted Borrowers (using the Current Dollar Equivalent of any such Advances outstanding in any Alternative Currency, determined pursuant to the terms hereof as of the date of such requested Advance), plus the aggregate undrawn portion of any Letters of Credit which shall be outstanding as of the date of the requested Advance (based on such date plus the Dollar Amount of the undrawn portion of any Letters of Credit denominated in Dollars and the Current Dollar Equivalent of the undrawn portion of any Letters of Credit denominated in any Alternative Currency), the aggregate face amount of Letters of Credit requested but not yet issued (determined as aforesaid) and the aggregate amount of all drawings made under any Letter of Credit Obligations on such date for which the Agent has not received full reimbursement from the applicable Account Party (using the Current Dollar Equivalent thereof for any Letters of Credit denominated in any Alternative Currency), shall not exceed the lesser of then applicable (i) the Revolving Credit Aggregate Commitment Maximum Amount and (ii) the Combined Borrowing BaseBase Limitation, in each case then applicable; provided however, that, in the case of any Advance of the Revolving Credit being applied to refund an outstanding Swing Line Advance, the aggregate principal amount of such Swing Line Advances to be refunded shall not be included for purposes of calculating availability the limitation under this Section 2.3(c);
(d) without duplication, in the case of a Prime-based Advancethe Permitted Borrowers, the principal amount of any Advances of the initial funding Revolving Credit and of the Swing Line being requested by the Permitted Borrowers, (determined and tested as aforesaid), on such Advancedate, plus the principal amount of any other Advances of the Revolving Credit and all Advances of the Swing Line then outstanding to the Permitted Borrowers hereunder (determined as opposed to aforesaid), plus the undrawn portion of any refunding or conversion thereofLetters of Credit which shall be outstanding as of the date of the requested Advance for the account of the Permitted Borrowers, plus the aggregate undrawn amount of Letters of Credit requested but not yet issued for the account of the Permitted Borrowers hereunder, (in each case determined as aforesaid), plus the unreimbursed amount of any draws under any Letters of Credit (using the Current Dollar Equivalent thereof for any Letters of Credit denominated in any Alternative Currency) issued for the account of the Permitted Borrowers, shall be at least $1,000,000not exceed the lesser of (i) the Aggregate Sublimit and (ii) the Borrowing Base Limitation, in each case then applicable;
(e) in the case of a Eurocurrency-based Advance, the principal amount of such Advance, plus the amount of any other outstanding Advance of the Revolving Credit to be then combined therewith having the same Applicable Interest Rate and Interest Period, if any, shall be (i) in the case of a Prime-based Advance at least Two Million Five Hundred Thousand Dollars ($2,000,000 2,500,000) and (ii) in the case of a Eurocurrency-based Advance at least Two Million Five Hundred Thousand Dollars ($2,500,000) or the equivalent thereof in an Alternative Currency (or a larger integral multiple of One Million Dollars ($100,0001,000,000), or the equivalent thereof in the Applicable Alternative Currency), and at any one time there shall not be in effect more than six (6x) for Advances in Dollars, five (5) Applicable Interest Rates and Interest Periods, and (y) for Advances in any Alternative Currency, three (3) Applicable Interest Rates and Interest Periods for each such currency;
(f) a Request for Advance, once delivered to Agent, shall not be revocable by Company or the Permitted Borrowers;
(g) each Request for Advance shall constitute and include a certification by the Company and the applicable Permitted Borrower, if any, as of the date thereof that:
(i) both before and after such Advance, the obligations of the Company and the Permitted Borrowers set forth in this Agreement and the other Loan Documents to which such Persons are parties are valid, binding and enforceable obligations of the Company and the Permitted Borrowers, as the case may be;
(ii) all conditions to Advances of the Revolving Credit have been satisfied, and shall remain satisfied to the date of such Advance (both before and after giving effect to such Advance);
(iii) there is no Default or Event of Default in existence, and none will exist upon the making of such Advance (both before and after giving effect to such Advance);
(iv) the representations and warranties contained in this Agreement and the other 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 Advance, except to the extent such representations and warranties (other than Section 6.15 hereof, which shall be deemed to be remade as of the date of such Request for purposes of this clause (iv), notwithstanding the limitation contained therein) are not, by their terms, continuing representations and warranties, but speak only as of a specific date (both before and after giving effect to such Advance); and
(v) the execution of such Request for Advance will not violate the material terms and conditions of any material contract, agreement or other borrowing of Company or the Permitted Borrowers. Agent, acting on behalf of the Banks, may, at its option, lend under this Section 2 upon the telephone request of a person previously authorized (in a writing delivered to the Agent) by the Company or a Permitted Borrower to make such requests and, in the event Agent, acting on behalf of the Banks, makes any such Advance upon a telephone request, the requesting person shall fax to Agent, on the same day as such telephone request, a Request for Advance. The Company and each of the Permitted Borrowers hereby authorize Agent to disburse Advances under this Section 2.3 pursuant to the telephone instructions of any person purporting to be a person identified by name on a written list of persons authorized by the Company or the applicable Permitted Borrower and delivered to Agent prior to the date of such request to make Requests for Advance on behalf of the Company or such Permitted Borrower. Notwithstanding the foregoing, the Company and each of the Permitted Borrowers acknowledge that the Company and each of the Permitted Borrowers shall bear all risk of loss resulting from disbursements made upon any telephone request. Each telephone request for an Advance shall constitute a certification of the matters set forth in the Request for Revolving Credit Advance form as of the date of such requested Advance.
Appears in 1 contract
Requests for and Refundings and Conversions of Advances. The Company Borrowers may request an Advance of the Revolving Credit, refund any such Advance in the same type of Advance or convert any such Advance to any other type of Advance of the Revolving Credit only after delivery to Agent of a Request for Revolving Credit Advance executed by a person previously authorized (in a writing delivered to the Agent Agent) by the Company) Borrowers to execute such Request, subject to the following and to the remaining provisions hereoffollowing:
(a) each such Request for Revolving Credit Advance shall set forth the information required on the Request for Revolving Credit Advance form annexed hereto as Exhibit AAdvance, including without limitation:
(i) the proposed date of such Advance, which must be a Business Day;
(ii) whether such Advance is a refunding or conversion of an outstanding Advance; and
(iii) whether such Advance is to be a Prime-based Advance or a Eurocurrency-based Advance, and, except in the case of a Prime-based Advance, the first Interest Period applicable thereto.
(b) each such Request for Revolving Credit Advance shall be delivered to Agent by noon 1:00 p.m. (Detroit time) three (3) Business Days prior to the proposed date of Advance, except in the case of a Prime-based Advance, for which the Request for Advance must be delivered by noon 1:00 p.m. (Detroit time) on such proposed date for Advances;
(c) on the proposed date of such Advance,
(i) , after giving effect to all Advances and Letters of the Revolving Credit and of the Swing Line requested by the Company a Borrower on such date of determination (including including, without duplication, the deemed Advances funded by Agent under Section 3.6(a) hereof in respect of the Company's any Borrower’s or an applicable Account Party's Reimbursement Obligation ’s reimbursement obligation hereunder), the aggregate outstanding principal amount sum of all Advances to the Company on such date plus (x) the aggregate amount of Letter of Credit Obligations on such date shall not exceed the lesser of then applicable Revolving Credit Aggregate Commitment and the Domestic Borrowing Base; and
(ii) after giving effect to all Advances requested by the Company and the Canadian Permitted Borrower on such date of determination (including deemed Advances funded by Agent under Section 3.6(a) hereof in respect of the Company's or an applicable Account Party's Reimbursement Obligation hereunder), the Dollar Equivalent Amount of the aggregate outstanding principal amount of all Advances of the Revolving Credit and of the Swing Line requested or outstanding on such date plus (y) the aggregate amount of Letter of Credit Obligations on as of such date date, shall not exceed the lesser of then applicable Revolving Credit Aggregate Commitment and the Combined Borrowing BaseCommitment; provided however, that, in the case of any Advance being applied to refund or convert an outstanding Advance, the aggregate principal amount of such Advances to be refunded or converted shall not be included for purposes of calculating availability under this Section 2.3(c);
(d) in the case of a Prime-based Advance, the principal amount of the initial funding of such Advance, as opposed to any refunding or conversion thereof, shall be at least $1,000,000500,000;
(e) in the case of a Eurocurrency-based Advance, the principal amount of such Advance, plus the amount of any other outstanding Advance of the Revolving Credit to be then combined therewith having the same Applicable Interest Rate and Interest Period, if any, shall be at least $2,000,000 750,000 (or a larger integral multiple of $100,000), 25,000) and at any one time there shall not be in effect more than six four (64) Eurocurrency-based Rates and Eurocurrency-Interest Periods;
(f) a Request for Revolving Credit Advance once delivered to Agent, shall not be revocable by the Borrowers;
(g) each Request for Revolving Credit Advance shall constitute a certification by the Borrowers, as of the date thereof that:
(i) both before and after such Advance, the obligations of the Parties set forth in this Agreement and the other Loan Documents to which such Persons are parties are valid, binding and enforceable obligations of such Persons;
(ii) all conditions to Advances of the Revolving Credit have been satisfied, and shall remain satisfied to the date of such Advance (both before and after giving effect to such Advance);
(iii) there is no Default or Event of Default in existence, and none will exist upon the making of such Advance (both before and after giving effect to such Advance);
(iv) the representations and warranties contained in this Agreement and the other 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 Advance (both before and after giving effect to such Advance), other than any representation or warranty that expressly speaks only as of a different date; and
(v) the execution of such Request for Advance will not violate the material terms and conditions of any material contract, agreement or other borrowing of any Borrower. Agent, acting on behalf of the Revolving Credit Banks, may also, at its option, lend under this Section 2.3 upon the telephone request of a person previously authorized (in a writing delivered to the Agent) by the Borrowers to make such requests and, in the event Agent, acting on behalf of the Revolving Credit Banks, makes any such Advance upon a telephone request, the requesting officer shall fax to Agent, on the same day as such telephone request, a Request for Advance. The Borrowers hereby authorize Agent to disburse Advances under this Section 2.3 pursuant to the telephone instructions of any person purporting to be a person identified by name on a written list of persons authorized by Responsible Officers of the Borrowers and delivered to Agent prior to the date of such request to make Requests for Advance on behalf of the Borrowers. Notwithstanding the foregoing, the Borrowers acknowledge that the Borrowers shall bear all risk of loss resulting from disbursements made upon any telephone request. Each telephone request for an Advance shall constitute a certification of the matters set forth in the Request for Revolving Credit Advance form as of the date of such requested Advance. Notwithstanding the foregoing, however, no Revolving Credit Lender shall be required to make any Revolving Credit Advance if prior to the making of the Revolving Credit Advance, the Agent had received written notice from any Lender that Revolving Credit Advances should be suspended based on the occurrence and continuance of a Default or Event of Default; provided, however that the obligation of the Revolving Credit Lenders to make such Revolving Credit Advances shall be reinstated upon the date on which such Default or Event of Default has been waived by the requisite Revolving Credit Lenders, as applicable or cured.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Staktek Holdings Inc)
Requests for and Refundings and Conversions of Advances. The Company may request an Advance of the Revolving Credit, refund any such Advance in the same type of Advance or convert any such Advance to any other type of Advance of the Revolving Credit only after delivery to Agent of a Request for Revolving Credit Advance executed by a person previously an authorized (in a writing delivered to the Agent by the officer of Company) to execute such Request, subject to the following and to the remaining provisions hereof:
(a) each such Request for Revolving Credit Advance shall set forth the information required on the Request for Revolving Credit Advance form annexed hereto as Exhibit A, including without limitation:
(i) the proposed date of such Advance, which must be a Business Day;
(ii) whether such Advance is a refunding or conversion of an outstanding Advance; and
(iii) whether such Advance is to be a Prime-based Advance or a Eurocurrency-based Advance, and, except in the case of a Prime-based Advance, the first Interest Period applicable thereto.
(b) each such Request for Revolving Credit Advance shall be delivered to Agent by 12 noon (Detroit time) three (3) Business Days prior to the proposed date of Advance, except in the case of a Prime-based Advance, for which the Request for Advance must be delivered by 12:00 noon (Detroit time) on such proposed date for Advancesdate;
(c) on without duplication, the proposed date principal amount of such requested Advance,
(i) after giving effect to all , plus the principal amount of any other Advances of the Revolving Credit and of the Swing Line being requested by the Company on such date of determination (including deemed Advances funded by Agent under Section 3.6(a) hereof in respect of date, plus the Company's or an applicable Account Party's Reimbursement Obligation hereunder), the aggregate outstanding principal amount of all Advances to the Company on such date plus the aggregate amount of Letter of Credit Obligations on such date shall not exceed the lesser of then applicable Revolving Credit Aggregate Commitment and the Domestic Borrowing Base; and
(ii) after giving effect to all Advances requested by the Company and the Canadian Permitted Borrower on such date of determination (including deemed Advances funded by Agent under Section 3.6(a) hereof in respect of the Company's or an applicable Account Party's Reimbursement Obligation hereunder), the Dollar Equivalent Amount of the aggregate outstanding principal amount of all other Advances of the Revolving Credit and of the Swing Line on such then outstanding hereunder, plus the aggregate undrawn portion of any Letters of Credit which shall be outstanding as of the date plus of the requested Advance, the aggregate face amount of Letters of Credit requested but not yet issued and the aggregate amount of all drawings made under any Letter of Credit Obligations on such date for which the Agent has not received full reimbursement from the applicable Account Party, shall not exceed the lesser of then applicable (i) the Revolving Credit Aggregate Commitment Maximum Amount and (ii) the Combined Borrowing BaseBase Limitation, in each case then applicable; provided however, that, in the case of any Advance of the Revolving Credit being applied to refund an outstanding Swing Line Advance, the aggregate principal amount of such Swing Line Advances to be refunded shall not be included for purposes of calculating availability the limitation under this Section 2.3(c);
(d) in the case of a Prime-based Advance, the principal amount of the initial funding of such Advance, as opposed to any refunding or conversion thereof, shall be at least $1,000,000;
(e) in the case of a Eurocurrency-based Advance, the principal amount of such Advance, plus the amount of any other outstanding Advance of the Revolving Credit to be then combined therewith having the same Applicable Interest Rate and Interest Period, if any, shall be (i) in the case of a Prime-based Advance at least Two Million Five Hundred Thousand Dollars ($2,000,000 2,500,000) and (ii) in the case of a Eurocurrency-based Advance at least Two Million Five Hundred Thousand Dollars ($2,500,000) (or a larger integral multiple of One Million Dollars ($100,0001,000,000)), and at any one time there shall not be in effect more than six five (65)
Appears in 1 contract
Requests for and Refundings and Conversions of Advances. The Company may request an Advance of the Revolving Credit, refund any such Advance in the same type of Advance or convert any such Advance to any other type of Advance of the Revolving Credit only after delivery to Agent of a Request for Revolving Credit Advance executed by a person previously authorized (in a writing delivered to the Agent Agent) by the Company) Company to execute such Request, subject to the following and to the remaining provisions hereoffollowing:
(a) each such Request for Revolving Credit Advance shall set forth the information required on the Request for Revolving Credit Advance form annexed hereto as Exhibit A, including without limitation:
(i) the proposed date of such Advance, which must be a Business Day;
(ii) whether such Advance is a refunding or conversion of an outstanding Advance; and
(iii) whether such Advance is to be a Prime-based Advance or a Eurocurrency-based Advance, and, except in the case of a Prime-based Advance, the first Interest Period applicable thereto.
(b) each such Request for Revolving Credit Advance shall be delivered to Agent by noon 1:00 p.m. (Detroit time) three (3) Business Days prior to the proposed date of Advance, except in the case of a Prime-based Advance, for which the Request for Advance must be delivered by noon 1:00 p.m. (Detroit time) on such proposed date for Advances;
(c) on the proposed date of such Advance,
(i) , after giving effect to all Advances and Letters of the Revolving Credit and of the Swing Line requested by the Company on such date of determination (including including, without duplication, the deemed Advances funded by Agent under Section 3.6(a) hereof in respect of the Company's ’s or an applicable Account Party's Reimbursement Obligation ’s reimbursement obligations hereunder), the aggregate outstanding principal amount of all Advances to the Company on such date plus the aggregate amount of Letter of Credit Obligations on such date shall not exceed the lesser of then applicable Revolving Credit Aggregate Commitment and the Domestic Borrowing Base; and
(ii) after giving effect to all Advances requested by the Company and the Canadian Permitted Borrower on such date of determination (including deemed Advances funded by Agent under Section 3.6(a) hereof in respect of the Company's or an applicable Account Party's Reimbursement Obligation hereunder), the Dollar Equivalent Amount sum of the aggregate outstanding principal amount of all Advances of the Revolving Credit and of the Swing Line requested or outstanding on such date plus the aggregate amount of Letter of Credit Obligations on as of such date date, shall not exceed the lesser of the then applicable (i) Revolving Credit Aggregate Commitment and the Combined (ii) Borrowing Base; provided provided, however, that, in the case of any Advance being applied to refund or convert an outstanding Advance, the aggregate principal amount of such Advances to be refunded or converted shall not be included for purposes of calculating availability under this Section 2.3(c);
(d) in the case of a Prime-based Advance, the principal amount of the initial funding of such Advance, as opposed to any refunding or conversion thereof, shall be at least $1,000,000not less than the applicable amount set forth on Schedule 1.6 annexed hereto;
(e) in the case of a Eurocurrency-based Advance, the principal amount of such Advance, plus the amount of any other outstanding Advance of the Revolving Credit to be then combined therewith having the same Applicable Interest Rate and Interest Period, if any, shall be at least $2,000,000 (or a larger integral multiple of $100,000), not less than the applicable amount set forth on Schedule 1.6 annexed hereto and at any one time there shall not be in effect more than six three (63) Eurocurrency-based Rates and Eurocurrency-Interest Periods;
(f) a Request for Revolving Credit Advance, once delivered to Agent, shall not be revocable by the Company;
(g) each Request for Revolving Credit Advance shall constitute a certification by the Company, as of the date thereof that:
(i) both before and after such Advance, the obligations of the Loan Parties set forth in this Agreement and the other Loan Documents to which such Persons are parties are valid, binding and enforceable obligations of such Loan Parties (subject to the limitations set forth in Section 6.7 and Section 6.8 of this Agreement);
(ii) all conditions to Advances of the Revolving Credit have been satisfied, and shall remain satisfied to the date of such Advance (both before and after giving effect to such Advance);
(iii) there is no Default or Event of Default in existence, and none will exist upon the making of such Advance (both before and after giving effect to such Advance);
(iv) the representations and warranties contained in this Agreement and the other 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 Advance (both before and after giving effect to such Advance), other than any representation or warranty that expressly speaks only as of a different date; and
(v) the execution of such Request for Advance will not violate the material terms and conditions of any material contract, agreement or other Debt of the Company. Agent, acting on behalf of the Revolving Credit Banks, may, at its option, lend under this Section 2.3 upon the telephone or email request of a person previously authorized (in a writing delivered to the Agent) by the Company to make such requests and, in the event Agent, acting on behalf of the Revolving Credit Banks, makes any such Advance upon a telephone request, the requesting officer shall fax or deliver by electronic file to Agent, on the same day as such telephone or email request, a Request for Advance. The Company hereby authorizes Agent to disburse Advances under this Section 2.3 pursuant to the telephone or email instructions of any person purporting to be a person identified by name on a written list of persons authorized by the Company and delivered to Agent prior to the date of such request to make Requests for Advance on behalf of the Company. Notwithstanding the foregoing, the Company acknowledges that the Company shall bear all risk of loss resulting from disbursements made upon any telephone or email request. Each telephone or email request for an Advance shall constitute a certification of the matters set forth in the Request for Revolving Credit Advance form as of the date of such requested Advance.
Appears in 1 contract
Samples: Credit Agreement (Olympic Steel Inc)
Requests for and Refundings and Conversions of Advances. The Company Borrower may request an Advance of the Revolving Equipment Credit, refund any such Advance in the same type of Advance or convert any such Advance to any other type of Advance of the Revolving Equipment Credit only after delivery to Agent of a Request for Revolving Equipment Credit Advance executed by a person previously authorized (in a writing delivered to the Agent Agent) by the Company) Borrower to execute such Request, subject to the following and to the remaining provisions hereoffollowing:
(a) each such Request for Revolving Equipment Credit Advance (other than the initial Request for Equipment Credit Advance the proceeds of which are to be used to refinance existing Debt) shall be accompanied by copies of the invoices (or comparable documentation acceptable to the Agent) for the Eligible Equipment being purchased with the proceeds of the Advance (or such other information as the Agent or the Majority Lenders shall require in connection with a requested Equipment Credit Advance the proceeds of which are to be used in connection with a Permitted Acquisition) and shall set forth the information required on the Request for Revolving Equipment Credit Advance form annexed hereto as Exhibit AP, including without limitation:
(i) the proposed date of such Advance, which must be a Business Day;
(ii) whether such Advance is a refunding or conversion of an outstanding Advance; and
(iii) whether such Advance is to be a Prime-based Base Rate Advance or a EurocurrencyEurodollar-based Advance, and, except in the case of a Prime-based Base Rate Advance, the first Interest Period applicable thereto.
(b) each such Request for Revolving Equipment Credit Advance shall be delivered to Agent by noon 1:00 p.m. (Detroit time) three (3) Business Days prior to the proposed date of the Advance, except in the case of a Prime-based Base Rate Advance, for which the Request for Advance must be delivered by noon 11:00 a.m. (Detroit time) on one (1) Business Day prior to such proposed date for Advances;
(c) on the proposed date amount of the requested Advance shall not exceed (x) eighty five percent (85%) of the invoice cost of the Eligible Equipment being purchased with the proceeds of such Advance,
Advance (iexcluding installation and delivery expense, taxes and training expense) after giving effect to all Advances or (y) eighty five percent (85%) of the Revolving Credit and value of the Swing Line requested Eligible Equipment which is being acquired by a Credit Party in connection with a Permitted Acquisition (such value to be as mutually agreed upon by the Company on Borrower and Agent or if the Borrower and Agent cannot agree upon a value, then based upon a fair market value appraisal of such date Eligible Equipment from an appraiser acceptable to Agent the cost of determination (including deemed Advances funded which shall be paid by Agent under Section 3.6(a) hereof in respect the Borrower); provided that the amount of the Company's or an applicable Account Party's Reimbursement Obligation hereunder), initial Equipment Credit Advance which is to be used for purposes approved by the aggregate outstanding principal amount of all Advances to the Company on such date plus the aggregate amount of Letter of Credit Obligations on such date Lenders shall not exceed the lesser of then applicable Revolving Credit Aggregate Commitment amount identified in the Sources and the Domestic Borrowing Base; and
(ii) after giving effect to all Advances requested by the Company and the Canadian Permitted Borrower on such date of determination (including deemed Advances funded by Agent under Section 3.6(a) hereof in respect of the Company's or an applicable Account Party's Reimbursement Obligation hereunder), the Dollar Equivalent Amount of the aggregate outstanding principal amount of all Advances of the Revolving Credit and of the Swing Line on such date plus the aggregate amount of Letter of Credit Obligations on such date shall not exceed the lesser of then applicable Revolving Credit Aggregate Commitment and the Combined Borrowing BaseUses; provided however, that, in the case of any Advance being applied to refund or convert an outstanding Advance, the aggregate principal amount of such Advances to be refunded foregoing requirement shall not be included for purposes of calculating availability under this Section 2.3(c)applicable;
(d) in the case of a Prime-based Base Rate Advance, the principal amount of the initial funding of such Advance, as opposed to any refunding or conversion thereof, shall be at least $1,000,0001,000,000 (or a larger integral multiple of $10,000);
(e) in the case of a EurocurrencyEurodollar-based Advance, the principal amount of such Advance, plus the amount of any other outstanding Advance of the Revolving Equipment Credit to be then combined therewith having the same Applicable Interest Rate and Interest Period, if any, shall be at least $2,000,000 1,000,000 (or a larger integral multiple of $100,000), 10,000) and at any one time there shall not be in effect more than six two (62) Eurodollar-Interest Periods in effect with respect to each Equipment Credit Advance;
(f) a Request for Equipment Credit Advance, once delivered to Agent, shall not be revocable by the Borrower;
(g) each Request for Equipment Credit Advance shall constitute a certification by the Borrower, as of the date thereof that:
(i) all conditions to Advances of the Equipment Credit have been satisfied, and shall remain satisfied to the date of such Advance (both before and after giving effect to such Advance);
(ii) there is no Default or Event of Default in existence, and none will exist upon the making of such Advance (both before and after giving effect to such Advance); and
(iii) the representations and warranties contained in this Agreement and the other 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 Advance (both before and after giving effect to such Advance), other than any representation or warranty that expressly speaks only as of a different date. Agent, acting on behalf of the Equipment Credit Lenders, may, at its option, lend under this Section 2.A.3 upon the telephone request of a person previously authorized (in a writing delivered to the Agent) by the Borrower to make such requests and, in the event Agent, acting on behalf of the Equipment Credit Lenders, makes any such Advance upon a telephone request, the requesting officer shall fax to Agent, on the same day as such telephone request, a Request for Equipment Credit Advance. The Borrower hereby authorizes Agent to disburse Advances under this Section 2.A.3 pursuant to the telephone instructions of any person purporting to be a person identified by name on a written list of persons authorized by the Borrower and delivered to Agent prior to the date of such request to make Requests for Equipment Credit Advance on behalf of the Borrower. Notwithstanding the foregoing, the Borrower acknowledges that the Borrower shall bear all risk of loss resulting from disbursements made upon any telephone request. Each telephone request for an Advance shall constitute a certification of the matters set forth in the Request for Equipment Credit Advance form as of the date of such requested Advance.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Universal Truckload Services, Inc.)
Requests for and Refundings and Conversions of Advances. The Company may request an Advance of the Revolving Credit, refund any such Advance in the same type of Advance or convert any such Advance to any other type of Advance of the Revolving Credit only after delivery to Agent of a Request for Revolving Credit Advance executed by a person previously authorized (in a writing delivered to the Agent Agent) by the Company) Company to execute such Request, subject to the following and to the remaining provisions hereoffollowing:
(a) each such Request for Revolving Credit Advance shall set forth the information required on the Request for Revolving Credit Advance form annexed hereto as Exhibit A, including without limitation:
(i) the proposed date of such Advance, which must be a Business Day;
(ii) whether such Advance is a refunding or conversion of an outstanding Advance; and
(iii) whether such Advance is to be a Prime-based Advance or a Eurocurrency-based Advance, and, except in the case of a Prime-based Advance, the first Interest Period applicable thereto.
(b) each such Request for Revolving Credit Advance shall be delivered to Agent by noon 1:00 p.m. (Detroit time) three (3) Business Days prior to the proposed date of Advance, except in the case of a Prime-based Advance, for which the Request for Advance must be delivered by noon 11:00 a.m. (Detroit time) on such proposed date for Advances;
(c) on the proposed date of such Advance,
(i) , after giving effect to all Advances and Letters of the Revolving Credit and of the Swing Line requested by the Company on such date of determination (including including, without duplication, the deemed Advances funded by Agent under Section 3.6(a) hereof in respect of the Company's ’s or an applicable Account Party's Reimbursement Obligation ’s reimbursement obligation hereunder), the aggregate outstanding principal amount sum of all Advances to the Company on such date plus (x) the aggregate amount of Letter of Credit Obligations on such date shall not exceed the lesser of then applicable Revolving Credit Aggregate Commitment and the Domestic Borrowing Base; and
(ii) after giving effect to all Advances requested by the Company and the Canadian Permitted Borrower on such date of determination (including deemed Advances funded by Agent under Section 3.6(a) hereof in respect of the Company's or an applicable Account Party's Reimbursement Obligation hereunder), the Dollar Equivalent Amount of the aggregate outstanding principal amount of all Advances of the Revolving Credit and of the Swing Line requested or outstanding on such date plus (y) the aggregate amount of Letter of Credit Obligations on as of such date date, shall not exceed the lesser of then applicable Revolving Credit Aggregate Commitment and the Combined Borrowing BaseCommitment; provided however, that, in the case of any Advance being applied to refund or convert an outstanding Advance, the aggregate principal amount of such Advances to be refunded or converted shall not be included for purposes of calculating availability under this Section 2.3(c);
(d) in the case of a Prime-based Advance, the principal amount of the initial funding of such Advance, as opposed to any refunding or conversion thereof, shall be at least $1,000,000500,000;
(e) in the case of a Eurocurrency-based Advance, the principal amount of such Advance, plus the amount of any other outstanding Advance of the Revolving Credit to be then combined therewith having the same Applicable Interest Rate and Interest Period, if any, shall be at least $2,000,000 1,000,000 (or a larger integral multiple multiples of $100,000), 500,000) and at any one time there shall not be in effect more than six 3 Eurocurrency-based Rates and Eurocurrency-Interest Periods;
(6f) a Request for Revolving Credit Advance, once delivered to Agent, shall not be revocable by the Company;
(g) each Request for Revolving Credit Advance shall constitute a certification by the Company, as of the date thereof that:
(i) both before and after such Advance, the obligations of the Loan Parties set forth in this Agreement and the other Loan Documents to which such Persons are parties are valid, binding and enforceable obligations of such Loan Parties;
(ii) all conditions to Advances of the Revolving Credit have been satisfied, and shall remain satisfied to the date of such Advance (both before and after giving effect to such Advance);
(iii) there is no Default or Event of Default in existence, and none will exist upon the making of such Advance (both before and after giving effect to such Advance);
(iv) the representations and warranties contained in this Agreement and the other 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 Advance (both before and after giving effect to such Advance), other than any representation or warranty that expressly speaks only as of a different date; and
(v) the execution of such Request for Advance will not violate the material terms and conditions of any material contract, agreement or other borrowing of the Company. Agent, acting on behalf of the Banks, may, at its option, lend under this Section 2.3 upon the telephone request of a person previously authorized (in a writing delivered to the Agent) by the Company to make such requests and, in the event Agent, acting on behalf of the Banks, makes any such Advance upon a telephone request, the requesting officer shall fax to Agent, on the same day as such telephone request, a Request for Advance. The Company hereby authorizes Agent to disburse Advances under this Section 2.3 pursuant to the telephone instructions of any person purporting to be a person identified by name on a written list of persons authorized by the Company and delivered to Agent prior to the date of such request to make Requests for Advance on behalf of the Company. Notwithstanding the foregoing, the Company acknowledges that the Company shall bear all risk of loss resulting from disbursements made upon any telephone request. Each telephone request for an Advance shall constitute a certification of the matters set forth in the Request for Revolving Credit Advance form as of the date of such requested Advance.
Appears in 1 contract
Samples: Credit Agreement (Quantum Fuel Systems Technologies Worldwide Inc)
Requests for and Refundings and Conversions of Advances. The Company may request an Advance of the Revolving Credit, refund any such Advance in the same type of Advance or convert any such Advance to any other type of Advance of the Revolving Credit only after delivery to Agent of a Request for Revolving Credit Advance executed by a person previously authorized (in a writing delivered to the Agent Agent) by the Company) Company to execute such Request, subject to the following and to the remaining provisions hereoffollowing:
(a) each such Request for Revolving Credit Advance shall set forth the information required on the Request for Revolving Credit Advance form annexed hereto as Exhibit A, including without limitation:
(i) the proposed date of such Advance, which must be a Business Day;
(ii) whether such Advance is a refunding or conversion of an outstanding Advance; and
(iii) whether such Advance is to be a Prime-based Advance or a Eurocurrency-based Advance, and, except in the case of a Prime-based Advance, the first Interest Period applicable thereto.
(b) each such Request for Revolving Credit Advance shall be delivered to Agent by noon 1:00 p.m. (Detroit time) three (3) Business Days prior to the proposed date of Advance, except in the case of a Prime-based Advance, for which the Request for Advance must be delivered by noon 11:00 a.m. (Detroit time) on such proposed date for Advances;
(c) on the proposed date of such Advance,
(i) , after giving effect to all Advances and Letters of the Revolving Credit and of the Swing Line requested by the Company on such date of determination (including including, without duplication, the deemed Advances funded by Agent under Section 3.6(a) hereof in respect of the Company's ’s or an applicable Account Party's Reimbursement Obligation ’s reimbursement obligation hereunder), the aggregate outstanding principal amount sum of all Advances to the Company on such date plus (x) the aggregate amount of Letter of Credit Obligations on such date shall not exceed the lesser of then applicable Revolving Credit Aggregate Commitment and the Domestic Borrowing Base; and
(ii) after giving effect to all Advances requested by the Company and the Canadian Permitted Borrower on such date of determination (including deemed Advances funded by Agent under Section 3.6(a) hereof in respect of the Company's or an applicable Account Party's Reimbursement Obligation hereunder), the Dollar Equivalent Amount of the aggregate outstanding principal amount of all Advances of the Revolving Credit and of the Swing Line requested or outstanding on such date plus (y) the aggregate amount of Letter of Credit Obligations on as of such date (the “Credit Extensions”), shall not exceed the lesser of the then applicable (i) Borrowing Base and (ii) Revolving Credit Aggregate Commitment and the Combined Borrowing BaseCredit Extensions plus the aggregate amount of all extensions of credit by Comerica Bank to Tecstar Manufacturing Canada Ltd under the Canada Agreement shall not exceed the then applicable Revolving Credit Aggregate Commitment; provided however, that, in the case of any Advance being applied to refund or convert an outstanding Advance, the aggregate principal amount of such Advances to be refunded or converted shall not be included for purposes of calculating availability under this Section 2.3(c);
(d) in the case of a Prime-based Advance, the principal amount of the initial funding of such Advance, as opposed to any refunding or conversion thereof, shall be at least $1,000,000500,000;
(e) in the case of a Eurocurrency-based Advance, the principal amount of such Advance, plus the amount of any other outstanding Advance of the Revolving Credit to be then combined therewith having the same Applicable Interest Rate and Interest Period, if any, shall be at least $2,000,000 1,000,000 (or a larger integral multiple multiples of $100,000), 500,000) and at any one time there shall not be in effect more than six 3 Eurocurrency-based Rates and Eurocurrency-Interest Periods;
(6f) a Request for Revolving Credit Advance, once delivered to Agent, shall not be revocable by the Company;
(g) each Request for Revolving Credit Advance shall constitute a certification by the Company, as of the date thereof that:
(i) both before and after such Advance, the obligations of the Loan Parties set forth in this Agreement and the other Loan Documents to which such Persons are parties are valid, binding and enforceable obligations of such Loan Parties;
(ii) all conditions to Advances of the Revolving Credit have been satisfied, and shall remain satisfied to the date of such Advance (both before and after giving effect to such Advance);
(iii) there is no Default or Event of Default in existence, and none will exist upon the making of such Advance (both before and after giving effect to such Advance);
(iv) the representations and warranties contained in this Agreement and the other 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 Advance (both before and after giving effect to such Advance), other than any representation or warranty that expressly speaks only as of a different date; and
(v) the execution of such Request for Advance will not violate the material terms and conditions of any material contract, agreement or other borrowing of the Company. Agent, acting on behalf of the Banks, may, at its option, lend under this Section 2.3 upon the telephone request of a person previously authorized (in a writing delivered to the Agent) by the Company to make such requests and, in the event Agent, acting on behalf of the Banks, makes any such Advance upon a telephone request, the requesting officer shall fax to Agent, on the same day as such telephone request, a Request for Advance. The Company hereby authorizes Agent to disburse Advances under this Section 2.3 pursuant to the telephone instructions of any person purporting to be a person identified by name on a written list of persons authorized by the Company and delivered to Agent prior to the date of such request to make Requests for Advance on behalf of the Company. Notwithstanding the foregoing, the Company acknowledges that the Company shall bear all risk of loss resulting from disbursements made upon any telephone request. Each telephone request for an Advance shall constitute a certification of the matters set forth in the Request for Revolving Credit Advance form as of the date of such requested Advance. Notwithstanding anything herein to the contrary, Company may select as the Applicable Interest Rate only the Prime-based Rate until such time as the Agent notifies Company in writing that it may select the Eurodollar-based Rate as the Applicable Interest Rate.
Appears in 1 contract
Samples: Credit Agreement (Quantum Fuel Systems Technologies Worldwide Inc)
Requests for and Refundings and Conversions of Advances. The Company or a Permitted Borrower (with the countersignature of Company hereunder) may request an Advance of the Revolving Credit, refund any such Advance in the same type of Advance or convert any such Advance to any other type of Advance of the Revolving Credit only after delivery to Agent of a Request for Revolving Credit Advance executed by a person previously authorized an Authorized Officer of Company or of such Permitted Borrower (in a writing delivered to with the Agent by the countersignature of an Authorized Officer of Company) to execute such Request), subject to the following and to the remaining provisions hereof:
(a) each such Request for Revolving Credit Advance shall set forth the information required on the Request for Revolving Credit Advance form annexed hereto as Exhibit AA-1, including without limitation:
(i) the proposed date of such Advance, which must be a Business Day;
(ii) whether such Advance is a refunding or conversion of an outstanding Advance; and;
(iii) whether such Advance is to be a Prime-based Advance or a Eurocurrency-based Advance, and, except in the case of a Prime-based Advance, the first Interest Period applicable thereto; and
(iv) in the case of a Eurocurrency-based Advance, the Permitted Currency in which such Advance is to be made.
(b) each such Request for Revolving Credit Advance shall be delivered to Agent by 12:00 noon (Detroit time) three (3) Business Days prior to the proposed date of Advance, except in the case of a Prime-based AdvanceAdvance to the Company or a Domestic Permitted Borrower, for which the Request for Advance must be delivered by 12:00 noon (Detroit time) on such proposed date for Advancesdate;
(c) on the proposed date of such Advance,
(i) after giving effect to all , the Dollar Amount of the principal amount of such requested Advance, plus the Dollar Amount of the principal amount of any other Advances of the Revolving Credit and of the Swing Line being requested by the Company on such date of determination (including deemed Advances funded by Agent under Section 3.6(a) hereof in respect of date, plus the Company's or an applicable Account Party's Reimbursement Obligation hereunder), the aggregate outstanding principal amount of all Advances to the Company on such date plus the aggregate amount of Letter of Credit Obligations on such date shall not exceed the lesser of then applicable Revolving Credit Aggregate Commitment and the Domestic Borrowing Base; and
(ii) after giving effect to all Advances requested by the Company and the Canadian Permitted Borrower on such date of determination (including deemed Advances funded by Agent under Section 3.6(a) hereof in respect of the Company's or an applicable Account Party's Reimbursement Obligation hereunder), the Dollar Equivalent Amount of the aggregate outstanding principal amount of all other Advances of the Revolving Credit and of the Swing Line on (except to the extent being refunded by such requested Advance of the Revolving Credit) then outstanding hereunder, in each case whether to Company or any of the Permitted Borrowers (using the Current Dollar Equivalent of any such Advances outstanding in any Alternative Currency, determined pursuant to the terms hereof as of the date of such requested Advance), plus the aggregate outstanding amount of all Letter of Credit Obligations (based on the Dollar Amount of such date Letter of Credit Obligations for any Letters of Credit denominated in Dollars and the Current Dollar Equivalent of any Letters of Credit denominated in any Alternative Currency) shall not exceed the lesser of then applicable Revolving Credit Aggregate Commitment and the Combined Borrowing BaseCommitment; provided however, that, in the case of any Advance of the Revolving Credit being applied to refund an outstanding Swing Line Advance, the aggregate principal amount of such Swing Line Advances to be refunded shall not be included for purposes of calculating availability the limitation under this Section 2.3(c);
(d) in the case of a Permitted Borrower, on the proposed date of such Advance, the principal amount of the Advance of the Revolving Credit being requested by such Permitted Borrower (determined and tested as aforesaid), plus the principal amount of any other Advances of the Revolving Credit and of the Swing Line being requested by such Permitted Borrower on such date, plus the principal amount of any other Advances of the Revolving Credit and all Advances of the Swing Line then outstanding to such Permitted Borrower hereunder (determined as aforesaid), plus the Letter of Credit Obligations relating to Letters of Credit issued for the account of such Permitted Borrower, shall not exceed the applicable Permitted Borrower Sublimit;
(e) in the case of a Prime-based Advance, the principal amount of the initial funding of such Advance, as opposed to any refunding or conversion thereof, shall be at least in a minimum amount of $1,000,0005,000,000;
(ef) in the case of a Eurocurrency-based Advance, the principal amount of such Advance, plus the amount of any other outstanding Advance of the Revolving Credit to be then combined therewith having the same Applicable Interest Rate and Interest Period, if any, shall be at least in a minimum amount of Ten Million Dollars ($2,000,000 10,000,000) or the equivalent thereof in an Alternative Currency (or a larger integral whole multiple of One Hundred Thousand Dollars ($100,000), or the equivalent thereof in the applicable Alternative Currency) and at any one time there shall not be in effect more than six (6x) for Advances to Company, ten (10) Applicable Interest Rates and Interest Periods, and (y) for Advances to each Permitted Borrower five (5) Applicable Interest Rates and Interest Periods for each such currency;
(g) a Request for Revolving Credit Advance, once delivered to Agent, shall not be revocable by Company or the Permitted Borrowers;
(h) each Request for Revolving Credit Advance shall constitute a certification by Company and the applicable Permitted Borrower, if any, as of the date thereof that:
(i) both before and after such Advance, the obligations of Company and the Permitted Borrowers set forth in this Agreement and the other Loan Documents to which such Persons are parties are valid, binding and enforceable obligations of Company and the Permitted Borrowers, as the case may be;
(ii) all conditions to Advances of the Revolving Credit have been satisfied, and shall remain satisfied to the date of such Advance (both before and after giving effect to such Advance);
(iii) there is no Default or Event of Default in existence, and none will exist upon the making of such Advance (both before and after giving effect to such Advance);
(iv) the representations and warranties contained in this Agreement and the other 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 Advance (both before and after giving effect to such Advance); and
(v) the execution of such Request for Advance will not violate the material terms and conditions of any material contract, agreement or other borrowing of Company or the Permitted Borrowers. Agent, acting on behalf of Lenders, may, at its option, lend under this Section 2 upon the telephone request of an Authorized Officer of Company or a Permitted Borrower and, in the event Agent, acting on behalf of Lenders, makes any such Advance upon a telephone request, the requesting officer shall fax to Agent, on the same day as such telephone request, a Request for Advance. Company and Permitted Borrowers hereby authorize Agent to disburse Advances under this Section 2.3 pursuant to the telephone instructions of any person purporting to be a person identified by name on a written list of persons authorized by Company and delivered to Agent prior to the date of such request to make Requests for Advance on behalf of Company and the Permitted Borrowers. Notwithstanding the foregoing, Company and each Permitted Borrower acknowledge that Company and each such Permitted Borrower shall bear all risk of loss resulting from disbursements made upon any telephone request. Each telephone request for an Advance shall constitute a certification of the matters set forth in the Request for Revolving Credit Advance form as of the date of such requested Advance.
Appears in 1 contract
Requests for and Refundings and Conversions of Advances. The Company may request an Advance of the Revolving Credit, a refund of any such Advance of the Revolving Credit in the same type of Advance or to convert any such Advance to any other type of Advance of the Revolving Credit only after by delivery to Agent of a Request for Revolving Credit Advance executed by a person previously authorized (in a writing delivered to the Agent by an Authorized Signer for the Company) to execute such Request, subject to the following and to the remaining provisions hereof:
(a) each such Request for Revolving Credit Advance shall set forth the information required on the Request for Revolving Credit Advance form annexed hereto as Exhibit AAdvance, including without limitation:
(i) the proposed date of such Advance (or the refunding or conversion of an outstanding Advance), which must be a Business Day;
(ii) whether such Advance is a new Advance (or a refunding or conversion of an outstanding Advance); and
(iii) whether such Advance is to be a Prime-based Base Rate Advance or a EurocurrencyEurodollar-based Advance, and, except in the case of a Prime-based Base Rate Advance, the first Interest Period applicable thereto.
(b) each such Request for Revolving Credit Advance shall be delivered to Agent by 12:00 noon (Detroit time) three (3) Business Days prior to the proposed date of Advance, except in the case of a Prime-based Base Rate Advance, for which the Request for Advance must be delivered by 12:00 noon (Detroit time) on such proposed date for Advancesdate;
(c) on the proposed date of such Advance,
(i) Advance and after giving effect to all outstanding requests for Advances of the Revolving Credit and of the Swing Line Advances and Letters of Credit requested by the Company on such date of determination (including including, without duplication, Advances that are deemed Advances funded by Agent under disbursed pursuant to Section 3.6(a) hereof in respect of the Company's or an applicable Account Party's ’s Reimbursement Obligation Obligations hereunder), ) the aggregate outstanding principal amount of all Advances to the Company on such date plus the aggregate amount of and Letter of Credit Obligations on such date shall not exceed the lesser of then applicable (i) the Revolving Credit Aggregate Commitment and the Domestic Borrowing Base; and
(ii) after giving effect to all Advances requested by the Company and the Canadian Permitted Borrower on such date of determination (including deemed Advances funded by Agent under Section 3.6(a) hereof Borrowing Base Limitation, in respect of the Company's or an applicable Account Party's Reimbursement Obligation hereunder), the Dollar Equivalent Amount of the aggregate outstanding principal amount of all Advances of the Revolving Credit and of the Swing Line on such date plus the aggregate amount of Letter of Credit Obligations on such date shall not exceed the lesser of each case then applicable Revolving Credit Aggregate Commitment and the Combined Borrowing Baseapplicable; provided however, that, in the case of any Advance of the Revolving Credit being applied to refund an outstanding AdvanceSwing Line Advance or repay any Letter of Credit Obligations, the aggregate principal amount of such Swing Line Advances to be refunded or Letter of Credit Obligations to be paid, as the case may be, shall not be included for purposes of calculating availability the limitation under this Section 2.3(c);
(d) in the case of a Prime-based Advance, the principal amount of the initial funding of such Advance, as opposed to any refunding or conversion thereof, shall be at least $1,000,000;
(e) in the case of a Eurocurrency-based Advance, the principal amount of such Advance, plus the amount of any other outstanding Advance of the Revolving Credit to be then combined therewith having the same Applicable Interest Rate and Interest Period, if any, shall be (i) in the case of a Base Rate Advance at least One Million Five Hundred Thousand Dollars ($2,000,000 1,500,000) and (or ii) in the case of a larger integral multiple of Eurodollar-based Advance at least Two Million Five Hundred Thousand Dollars ($100,0002,500,000), or the remainder available under the Revolving Credit Aggregate Commitment if less than $2,500,000 and at any one time there shall not be in effect more than six (6)
Appears in 1 contract
Requests for and Refundings and Conversions of Advances. The Company may request an Advance of the Revolving Credit, refund any such Advance in the same type of Advance or convert any such Advance to any other type of Advance of the Revolving Credit only after delivery to Administrative Agent of a Request for Revolving Credit Advance executed by a person previously authorized (in a writing delivered to the Agent Administrative Agent) by the Company) Company to execute such Request, subject to the following and to the remaining provisions hereoffollowing:
(a) each such Request for Revolving Credit Advance shall set forth the information required on the Request for Revolving Credit Advance form annexed hereto as Exhibit A, including without limitation:
(i) the proposed date of such Advance, which must be a Business Day;
(ii) whether such Advance is a refunding or conversion of an outstanding Advance; and
(iii) whether such Advance is to be a Prime-based Advance or a Eurocurrency-based Advance, and, except in the case of a Prime-based Advance, the first Interest Period applicable thereto.
(b) each such Request for Revolving Credit Advance shall be delivered to Administrative Agent by noon 1:00 p.m. (Detroit time) three (3) Business Days prior to the proposed date of Advance, except in the case of a Prime-based Advance, for which the Request for Advance must be delivered by noon 1:00 p.m. (Detroit time) on one (1) Business Day prior to such proposed date for Advances;
(c) on the proposed date of such Advance,
(i) , after giving effect to all Advances and Letters of the Revolving Credit and of the Swing Line requested by the Company on such date of determination (including including, without duplication, the deemed Advances funded by the Administrative Agent under Section 3.6(a) hereof in respect of the Company's or an applicable Account Party's Reimbursement Obligation reimbursement obligation hereunder), the aggregate outstanding principal amount sum of all Advances to the Company on such date plus (x) the aggregate amount of Letter of Credit Obligations on such date shall not exceed the lesser of then applicable Revolving Credit Aggregate Commitment and the Domestic Borrowing Base; and
(ii) after giving effect to all Advances requested by the Company and the Canadian Permitted Borrower on such date of determination (including deemed Advances funded by Agent under Section 3.6(a) hereof in respect of the Company's or an applicable Account Party's Reimbursement Obligation hereunder), the Dollar Equivalent Amount of the aggregate outstanding principal amount of all Advances of the Revolving Credit and of the Swing Line requested or outstanding on such date plus (y) the aggregate amount of Letter of Credit Obligations on as of such date date, shall not exceed the lesser of then applicable Revolving Credit Aggregate Commitment and the Combined Borrowing BaseCommitment; provided however, that, in the case of any Advance being applied to refund or convert an outstanding Advance, the aggregate principal amount of such Advances to be refunded or converted shall not be included for purposes of calculating availability under this Section 2.3(c);
(d) in the case of a Prime-based Advance, the principal amount of the initial funding of such Advance, as opposed to any refunding or conversion thereof, shall be at least $1,000,0001,500,000;
(e) in the case of a Eurocurrency-based Advance, the principal amount of such Advance, plus the amount of any other outstanding Advance of the Revolving Credit to be then combined therewith having the same Applicable Interest Rate and Interest Period, if any, shall be at least $2,000,000 (or a larger integral multiple multiples of $100,000), ) and at any one time there shall not be in effect more than six 3 Eurocurrency-based Rates and Eurocurrency-Interest Periods;
(6f) a Request for Revolving Credit Advance, once delivered to Administrative Agent, shall not be revocable by the Company;
(g) each Request for Revolving Credit Advance shall constitute a certification by the Company, as of the date thereof that:
(i) both before and after such Advance, the obligations of the Loan Parties set forth in this Agreement and the other Loan Documents to which such Persons are parties are valid, binding and enforceable obligations of such Loan Parties (subject to the limitations set forth in Section 6.7 and 6.8 of this Agreement);
(ii) all conditions to Advances of the Revolving Credit have been satisfied, and shall remain satisfied to the date of such Advance (both before and after giving effect to such Advance);
(iii) there is no Default or Event of Default in existence, and none will exist upon the making of such Advance (both before and after giving effect to such Advance);
(iv) the representations and warranties of the Loan Parties contained in this Agreement and the other 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 Advance (both before and after giving effect to such Advance), other than any representation or warranty that expressly speaks only as of a different date; and
(v) the execution of such Request for Advance will not violate the material terms and conditions of any material contract, agreement or other borrowing of the Company. Administrative Agent, acting on behalf of the Revolving Credit Banks, may, at its option, lend under this Section 2.3 upon the telephone request of a person previously authorized (in a writing delivered to the Administrative Agent) by the Company to make such requests and, in the event Administrative Agent, acting on behalf of the Revolving Credit Banks, makes any such Advance upon a telephone request, the requesting officer shall fax to Administrative Agent, on the same day as such telephone request, a Request for Advance. The Company hereby authorizes Administrative Agent to disburse Advances under this Section 2.3 pursuant to the telephone instructions of any person purporting to be a person identified by name on a written list of persons authorized by the Company and delivered to Administrative Agent prior to the date of such request to make Requests for Advance on behalf of the Company. Notwithstanding the foregoing, the Company acknowledges that the Company shall bear all risk of loss resulting from disbursements made upon any telephone request. Each telephone request for an Advance shall constitute a certification of the matters set forth in the Request for Revolving Credit Advance form as of the date of such requested Advance.
Appears in 1 contract
Requests for and Refundings and Conversions of Advances. The Company may request an Advance of the Revolving Credit, refund any such Advance in the same type of Advance or convert any such Advance to any other type of Advance of the Revolving Credit only after delivery to Agent of a Request for Revolving Credit Advance executed by a person previously authorized (in a writing delivered to the Agent Agent) by the Company) Company to execute such Request, subject to the following and to the remaining provisions hereoffollowing:
(a) each such Request for Revolving Credit Advance shall set forth the information required on the Request for Revolving Credit Advance form annexed hereto as Exhibit A, including without limitation:
(i) the proposed date of such Advance, which must be a Business Day;
(ii) whether such Advance is a refunding or conversion of an outstanding Advance; and
(iii) whether such Advance is to be a Prime-based Advance or a Eurocurrency-based Advance, and, except in the case of a Prime-based Advance, the first Interest Period applicable thereto.
(b) each such Request for Revolving Credit Advance shall be delivered to Agent by noon 1:00 p.m. (Detroit time) three (3) Business Days prior to the proposed date of Advance, except in the case of a Prime-based Advance, for which the Request for Advance must be delivered by noon 1:00 p.m. (Detroit time) on such proposed date for Advances;
(c) on the proposed date of such Advance,
(i) , after giving effect to all Advances and Letters of the Revolving Credit and of the Swing Line requested by the Company on such date of determination (including including, without duplication, the deemed Advances funded by Agent under Section 3.6(a) hereof in respect of the Company's or an applicable Account Party's Reimbursement Obligation reimbursement obligation hereunder), the aggregate outstanding principal amount of all Advances to the Company on such date plus the aggregate amount of Letter of Credit Obligations on such date shall not exceed the lesser of then applicable Revolving Credit Aggregate Commitment and the Domestic Borrowing Base; and
(ii) after giving effect to all Advances requested by the Company and the Canadian Permitted Borrower on such date of determination (including deemed Advances funded by Agent under Section 3.6(a) hereof in respect of the Company's or an applicable Account Party's Reimbursement Obligation hereunder), the Dollar Equivalent Amount sum of the aggregate outstanding principal amount of all Advances of the Revolving Credit and of the Swing Line requested or outstanding on such date plus the aggregate amount of Letter of Credit Obligations on as of such date date, shall not exceed the lesser of the then applicable (i) Revolving Credit Aggregate Commitment and the Combined (ii) Borrowing Base; provided provided, however, that, in the case of any Advance being applied to refund or convert an outstanding Advance, the aggregate principal amount of such Advances to be refunded or converted shall not be included for purposes of calculating availability under this Section 2.3(c);
(d) in the case of a Prime-based Advance, the principal amount of the initial funding of such Advance, as opposed to any refunding or conversion thereof, shall be at least $1,000,000not less than the applicable amount set forth on Schedule 1.6 annexed hereto;
(e) in the case of a Eurocurrency-based Advance, the principal amount of such Advance, plus the amount of any other outstanding Advance of the Revolving Credit to be then combined therewith having the same Applicable Interest Rate and Interest Period, if any, shall be at least $2,000,000 (or a larger integral multiple of $100,000), not less than the applicable amount set forth on Schedule 1.6 annexed hereto and at any one time there shall not be in effect more than six three (63) Eurocurrency-based Rates and Eurocurrency-Interest Periods;
(f) a Request for Revolving Credit Advance, once delivered to Agent, shall not be revocable by the Company;
(g) each Request for Revolving Credit Advance shall constitute a certification by the Company, as of the date thereof that:
(i) both before and after such Advance, the obligations of the Loan Parties set forth in this Agreement and the other Loan Documents to which such Persons are parties are valid, binding and enforceable obligations of such Loan Parties (subject to the limitations set forth in Section 6.7 and Section 6.8 of this Agreement);
(ii) all conditions to Advances of the Revolving Credit have been satisfied, and shall remain satisfied to the date of such Advance (both before and after giving effect to such Advance);
(iii) there is no Default or Event of Default in existence, and none will exist upon the making of such Advance (both before and after giving effect to such Advance);
(iv) the representations and warranties contained in this Agreement and the other 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 Advance (both before and after giving effect to such Advance), other than any representation or warranty that expressly speaks only as of a different date; and
(v) the execution of such Request for Advance will not violate the material terms and conditions of any material contract, agreement or other Debt of the Company. Agent, acting on behalf of the Revolving Credit Banks, may, at its option, lend under this Section 2.3 upon the telephone request of a person previously authorized (in a writing delivered to the Agent) by the Company to make such requests and, in the event Agent, acting on behalf of the Revolving Credit Banks, makes any such Advance upon a telephone request, the requesting officer shall fax to Agent, on the same day as such telephone request, a Request for Advance. The Company hereby authorizes Agent to disburse Advances under this Section 2.3 pursuant to the telephone instructions of any person purporting to be a person identified by name on a written list of persons authorized by the Company and delivered to Agent prior to the date of such request to make Requests for Advance on behalf of the Company. Notwithstanding the foregoing, the Company acknowledges that the Company shall bear all risk of loss resulting from disbursements made upon any telephone request. Each telephone request for an Advance shall constitute a certification of the matters set forth in the Request for Revolving Credit Advance form as of the date of such requested Advance.
Appears in 1 contract
Samples: Credit Agreement (Olympic Steel Inc)
Requests for and Refundings and Conversions of Advances. The Company A Borrower may request an Advance of the Revolving Credit, refund any such Advance in the same type of Advance or convert any such Advance to any other type of Advance of the Revolving Credit only after delivery to Agent of a Request for Revolving Credit Advance executed by a person previously authorized (in a writing delivered to the Agent by the CompanyHoldings or such Borrower) to execute such Request, subject to the following and to the remaining provisions hereof:
(a) each such Request for Revolving Credit Advance shall set forth the information required on the Request for Revolving Credit Advance form annexed hereto as Exhibit A, including without limitation:
(i) the proposed date of such Advance, which must be a Business Day;
(ii) whether such Advance is a refunding or conversion of an outstanding Advance; and
(iii) whether such Advance is to be a Prime-based Advance or a Eurocurrency-based Advance, and, except in the case of a Prime-based Advance, the first Interest Period applicable thereto.
(b) each such Request for Revolving Credit Advance shall be delivered to Agent by noon (Detroit time) three (3) Business Days prior to the proposed date of Advance, except in the case of a Prime-based Advance, for which the Request for Advance must be delivered by noon 11:00 a.m. (Detroit time) on such proposed date for Advancesdate;
(c) on the proposed date of such Advance,
(i) as to any Borrower as of any date of determination, after giving effect to all Advances and Letters of the Revolving Credit and of the Swing Line requested by the Company on such date of determination (including deemed Advances funded by Agent under Section 3.6(a) hereof in respect of the Company's or an applicable Account Party's Reimbursement Obligation hereunder), the aggregate outstanding principal amount of all Advances to the Company on such date plus the aggregate amount of Letter of Credit Obligations on such date shall not exceed the lesser of then applicable Revolving Credit Aggregate Commitment and the Domestic Borrowing Base; and
(ii) after giving effect to all Advances requested by the Company and the Canadian Permitted any Borrower on such date of determination (including deemed Advances funded by Agent under Section 3.6(a) hereof in respect of the Company's or an applicable Account Party's Reimbursement Obligation hereunder)determination, the Dollar Equivalent Amount sum of (i) the aggregate outstanding principal amount of all Advances of the Revolving Credit and of the Swing Line on such date plus (ii) the aggregate outstanding amount of Letter of Credit Obligations on such date shall not exceed the lesser of (a) the then applicable Revolving Credit Aggregate Commitment and (b) the Combined Borrowing Base;
(ii) as to any Borrower, after giving effect to all Advances and Letters of Credit requested by any such Borrower on such date of determination, the sum of (i) of the aggregate outstanding principal amount of all Advances of the Revolving Credit and of the Swing Line hereunder to such Borrower on such date plus (ii) the aggregate outstanding amount of Letter of Credit Obligations for the account of such Borrower on such date shall not exceed the Borrower Sublimit applicable to such Borrower; provided however, that, in the case of any Advance being applied to refund an outstanding Advance, the aggregate principal amount of such Advances to be refunded shall not be included for purposes of calculating availability under this Section 2.3(c);
(d) in the case of a Prime-based Advance, the principal amount of the initial funding of such Advance, as opposed to any refunding or conversion thereof, shall be at least Two Million Dollars ($1,000,0002,000,000);
(e) in the case of a Eurocurrency-based Advance, Advance the principal amount of such Advance, plus the amount of any other outstanding Advance of the Revolving Credit Advance to be then combined therewith having the same Applicable Interest Rate and Interest Period, if any, shall be at least $2,000,000 (or a larger integral multiple of $100,000), and at any one time there shall not be in effect more than six (6)then
Appears in 1 contract
Samples: Revolving Credit Agreement (Plastipak Holdings Inc)
Requests for and Refundings and Conversions of Advances. The Company may request an Advance of the Revolving Credit, a refund of any such Advance of the Revolving Credit in the same type of Advance or to convert any such Advance to any other type of Advance of the Revolving Credit only after by delivery to Agent of a Request for Revolving Credit Advance executed by a person previously authorized (in a writing delivered to the Agent by an Authorized Signer for the Company) to execute such Request, subject to the following and to the remaining provisions hereof:
(a) each such Request for Revolving Credit Advance shall set forth the information required on the Request for Revolving Credit Advance form annexed hereto as Exhibit AAdvance, including without limitation:
(i) the proposed date of such Advance (or the refunding or conversion of an outstanding Advance), which must be a Business Day;
(ii) whether such Advance is a new Advance (or a refunding or conversion of an outstanding Advance); and
(iii) whether such Advance is to be a Prime-based Base Rate Advance or a Eurocurrency-based BSBY Rate Advance, and, except in the case of a Prime-based BSBY Rate Advance, the first Interest Period applicable thereto.
(b) each such Request for Revolving Credit Advance shall be delivered to Agent by 12:00 noon (Detroit time) three two (32) Business Days prior to the proposed date of Advance, except in the case of a Prime-based Base Rate Advance, for which the Request for Advance must be delivered by noon 1:00 p.m. (Detroit time) on such proposed date for Advancesdate;
(c) on the proposed date of such Advance,
(i) Advance and after giving effect to all outstanding requests for Advances of the Revolving Credit and of the Swing Line Advances and Letters of Credit requested by the Company on such date of determination (including including, without duplication, Advances that are deemed Advances funded by Agent under disbursed pursuant to Section 3.6(a) hereof in respect of the Company's or an applicable Account Party's ’s Reimbursement Obligation Obligations hereunder), ) the aggregate outstanding principal amount of all Advances to the Company on such date plus the aggregate amount of and Letter of Credit Obligations on such date shall not exceed the lesser of then applicable (i) the Revolving Credit Aggregate Commitment and the Domestic Borrowing Base; and
(ii) after giving effect to all Advances requested by the Company and the Canadian Permitted Borrower on such date of determination (including deemed Advances funded by Agent under Section 3.6(a) hereof Borrowing Base Limitation, in respect of the Company's or an applicable Account Party's Reimbursement Obligation hereunder), the Dollar Equivalent Amount of the aggregate outstanding principal amount of all Advances of the Revolving Credit and of the Swing Line on such date plus the aggregate amount of Letter of Credit Obligations on such date shall not exceed the lesser of each case then applicable Revolving Credit Aggregate Commitment and the Combined Borrowing Baseapplicable; provided however, that, in the case of any Advance of the Revolving Credit being applied to refund an outstanding AdvanceSwing Line Advance or repay any Letter of Credit Obligations, the aggregate principal amount of such Swing Line Advances to be refunded or Letter of Credit Obligations to be paid, as the case may be, shall not be included for purposes of calculating availability the limitation under this Section 2.3(c);
(d) in the case of a Prime-based Advance, the principal amount of the initial funding of such Advance, as opposed to any refunding or conversion thereof, shall be at least $1,000,000;
(e) in the case of a Eurocurrency-based Advance, the principal amount of such Advance, plus the amount of any other outstanding Advance of the Revolving Credit to be then combined therewith having the same Applicable Interest Rate and Interest Period, if any, shall be (i) in the case of a Base Rate Advance at least One Million Five Hundred Thousand Dollars ($2,000,000 1,500,000) and (or ii) in the case of a larger integral multiple of BSBY Rate Advance at least Two Million Five Hundred Thousand Dollars ($100,0002,500,000), or the remainder available under the Revolving Credit Aggregate Commitment if less than $2,500,000 and at any one time there shall not be in effect more than six seven (67) Applicable Interest Rates and Interest Periods;
(e) a Request for Advance, once delivered to Agent, shall not be revocable by Company;
(f) each Request for Advance (except for any Request for Advance consisting of a refunding or conversion of a borrowing) shall constitute and include a certification by the Company as of the date thereof that:
(i) both before and after such Advance, the obligations of the Company set forth in this Agreement and of Company and its Subsidiaries in the other Loan Documents to which such Persons are parties are valid, binding and enforceable obligations of such Persons;
(ii) all conditions to Advances of the Revolving Credit have been satisfied, and shall remain satisfied to the date of such Advance (both before and after giving effect to such Advance);
(iii) there is no Default or Event of Default in existence, and none will exist upon the making of such Advance (both immediately before and after giving effect to such Advance);
(iv) the representations and warranties contained in this Agreement and the other 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 Advance, except to the extent such representations and warranties (other than Section 6.12 hereof, which shall be deemed to be remade as of the date of such Request for purposes of this clause (iv), notwithstanding the limitation contained therein) are not, by their terms, continuing representations and warranties, but speak only as of a specific date (both immediately before and after giving effect to such Advance); and
(v) the execution of such Request for Advance will not violate the material terms and conditions of any material contract, agreement or other borrowing of Company. Agent, acting on behalf of the Banks, may, at its option, lend under this Section 2 upon the telephone or e-mail request of an Authorized Signer of the Company to make such requests and, in the event Agent, acting on behalf of the Banks, makes any such Advance upon a telephone or email request, the Authorized Signer shall fax or deliver by electronic file to Agent, on the same day as such telephone or email request, an executed Request for Advance. The Company hereby authorizes Agent to disburse Advances under this Section 2.3 pursuant to the telephone or e-mail instructions of any person purporting to be an Authorized Signer. Notwithstanding the foregoing, the Company acknowledges that it shall bear all risk of loss resulting from disbursements made upon any telephone or email request. Each telephone or email request for an Advance shall constitute a certification of the matters set forth in the Request for Revolving Credit Advance form as of the date of such requested Advance.
Appears in 1 contract
Requests for and Refundings and Conversions of Advances. The Company may request an Advance of the Revolving Credit, refund any such Advance in the same type of Advance or convert any such Advance to any other type of Advance of the Revolving Credit only after delivery to Agent of a Request for Revolving Credit Advance executed by a person previously an authorized (in a writing delivered to the Agent by the officer of Company) to execute such Request, subject to the following and to the remaining provisions hereof:
(a) each such Request for Revolving Credit Advance shall set forth the information required on the Request for Revolving Credit Advance form annexed hereto as Exhibit A, including without limitation:
(i) the proposed date of such Advance, which must be a Business Day;
(ii) whether such Advance is a refunding or conversion of an outstanding Advance; and
(iii) whether such Advance is to be a Prime-based Advance or a EurocurrencyEurodollar-based Advance, and, except in the case of a Prime-based Advance, the first Interest Period applicable thereto.
(b) each such Request for Revolving Credit Advance shall be delivered to Agent by 12 noon (Detroit time) three (3) Business Days prior to the proposed date of Advance, except in the case of a Prime-based Advance, for which the Request for Advance must be delivered by 12:00 noon (Detroit time) on such proposed date for Advancesdate;
(c) on without duplication, the proposed date principal amount of such requested Advance,
(i) after giving effect to all , plus the principal amount of any other Advances of the Revolving Credit and of the Swing Line being requested by the Company on such date of determination (including deemed Advances funded by Agent under Section 3.6(a) hereof in respect of date, plus the Company's or an applicable Account Party's Reimbursement Obligation hereunder), the aggregate outstanding principal amount of all Advances to the Company on such date plus the aggregate amount of Letter of Credit Obligations on such date shall not exceed the lesser of then applicable Revolving Credit Aggregate Commitment and the Domestic Borrowing Base; and
(ii) after giving effect to all Advances requested by the Company and the Canadian Permitted Borrower on such date of determination (including deemed Advances funded by Agent under Section 3.6(a) hereof in respect of the Company's or an applicable Account Party's Reimbursement Obligation hereunder), the Dollar Equivalent Amount of the aggregate outstanding principal amount of all other Advances of the Revolving Credit and of the Swing Line on such then outstanding hereunder, plus the aggregate undrawn portion of any Letters of Credit which shall be outstanding as of the date plus of the requested Advance, the aggregate face amount of Letters of Credit requested but not yet issued and the aggregate amount of all drawings made under any Letter of Credit Obligations on such date for which the Agent has not received full reimbursement from the applicable Account Party, shall not exceed the lesser of then applicable (i) the Revolving Credit Aggregate Commitment Maximum Amount and (ii) the Combined Borrowing BaseBase Limitation, in each case then applicable; provided however, that, in the case of any Advance of the Revolving Credit being applied to refund an outstanding Swing Line Advance, the aggregate principal amount of such Swing Line Advances to be refunded shall not be included for purposes of calculating availability the limitation under this Section 2.3(c);
(d) in the case of a Prime-based Advance, the principal amount of the initial funding of such Advance, as opposed to any refunding or conversion thereof, shall be at least $1,000,000;
(e) in the case of a Eurocurrency-based Advance, the principal amount of such Advance, plus the amount of any other outstanding Advance of the Revolving Credit to be then combined therewith having the same Applicable Interest Rate and Interest Period, if any, shall be (i) in the case of a Prime-based Advance at least Two Million Five Hundred Thousand Dollars ($2,000,000 2,500,000) and (ii) in the case of a Eurodollar-based Advance at least Two Million Five Hundred Thousand Dollars ($2,500,000) (or a larger integral multiple of One Million Dollars ($100,0001,000,000)), and at any one time there shall not be in effect more than six five (65)
Appears in 1 contract
Requests for and Refundings and Conversions of Advances. The Company Borrowers may request an Advance of the Revolving Acquisition Credit, refund any such Advance in the same type of Advance or convert any such Advance to any other type of Advance of the Revolving Acquisition Credit only after delivery to Agent of a Request for Revolving Acquisition Credit Advance executed by a person previously authorized (in a writing delivered to the Agent by the Company) to execute such Requestan Authorized Signer, subject to the following and to the remaining provisions hereoffollowing:
(a) each such Request for Revolving Acquisition Credit Advance shall set forth the information required on the Request for Revolving Acquisition Credit Advance form annexed hereto as Exhibit AAdvance, including without limitation:
(i) the proposed date of such Advance, which must be a Business Day;
(ii) whether such the Advance is a new Advance, or a refunding or conversion of an outstanding Advance; and, and if the Advance is a new Advance, the amount of such Advance;
(iii) whether such Advance is to be a Prime-based Base Rate Advance or a EurocurrencyEurodollar-based Advance, and, except in the case of a Prime-based Base Rate Advance, the first Interest Period applicable thereto.; and
(iv) whether the proceeds of such Advance are to be used to purchase (but only to the extent of the Acquisition Credit Sublimit) Eligible Equipment or a Permitted Acquisition;
(b) (i) each Request for Acquisition Credit Advance to be used to fund the purchase of Eligible Equipment, shall be accompanied by copies of the invoices or the acquisition documents for the proposed Eligible Equipment and such other documentation reasonably requested by Agent (provided that the aggregate amount of Advances used by the Borrowers to fund the acquisition of equipment shall not exceed the Acquisition Credit Sublimit, and each Request for Acquisition Credit Advance shall specify the amount of the Acquisition Credit Sublimit remaining after such Advance, and (ii) with each Request for an Acquisition Credit Advance to be used to fund a Permitted Acquisition, Borrowers shall have delivered to Agent the Pro Forma Financial Information required under the definition of Permitted Acquisition and such other documents, information and certifications requested by Agent to confirm that the proposed acquisition will constitute a Permitted Acquisition;
(c) each such Request for Revolving Acquisition Credit Advance shall be delivered to Agent by noon 10:00 a.m. (Detroit timePacific) three (3) Business Days prior to the proposed date of such Advance, except in the case of a Prime-based Base Rate Advance, for which the Request for Advance must be delivered by noon 10:00 a.m. (Detroit timePacific) on one (1) Business Day prior to such proposed date for such Advances;
(cd) on the proposed date amount of such Advance,
any requested Equipment Acquisition Credit Advance shall not exceed (i) after giving effect with respect to all Advances any such Advance to be used to purchase new Eligible Equipment, one hundred percent (100%) of the Revolving Credit invoice cost of such equipment and of the Swing Line requested by the Company on such date of determination (including deemed Advances funded by Agent under Section 3.6(a) hereof in respect of the Company's or an applicable Account Party's Reimbursement Obligation hereunder), the aggregate outstanding principal amount of all Advances to the Company on such date plus the aggregate amount of Letter of Credit Obligations on such date shall not exceed the lesser of then applicable Revolving Credit Aggregate Commitment and the Domestic Borrowing Base; and
(ii) after giving effect with respect to any such Advance to be used to purchase used Eligible Equipment, eighty percent (80%) of the invoice cost of such equipment, in each case excluding installation and transportation expense and all Advances requested by the Company and the Canadian Permitted Borrower on such date of determination (including deemed Advances funded other soft costs, as determined by Agent under Section 3.6(a) hereof in respect of the Company's or an applicable Account Party's Reimbursement Obligation hereunder), the Dollar Equivalent Amount of the aggregate outstanding principal amount of all Advances of the Revolving Credit and of the Swing Line on such date plus the aggregate amount of Letter of Credit Obligations on such date shall not exceed the lesser of then applicable Revolving Credit Aggregate Commitment and the Combined Borrowing Baseits sole discretion; provided however, that, in the case of any Advance being applied to refund or convert an outstanding Advance, the foregoing requirement shall not be applicable;
(e) on the proposed date of any Equipment Acquisition Credit Advance, the sum of the aggregate principal amount of such all Equipment Acquisition Credit Advances to be refunded made during the term of the Agreement, plus the aggregate principal amount of the requested Equipment Acquisition Credit Advance, shall not be included for purposes of calculating availability under this Section 2.3(c)exceed the Acquisition Credit Sublimit;
(df) in the case of a Prime-based Base Rate Advance, the principal amount of the initial funding of such Advance, as opposed to any refunding or conversion thereof, shall be at least $1,000,000250,000 (or such lesser amount as agreed to by Agent or the Majority Acquisition Credit Lenders);
(eg) in the case of a EurocurrencyEurodollar-based Advance, the principal amount of such Advance, plus the amount of any other outstanding Advance of the Revolving Acquisition Credit to be then combined therewith having the same Applicable Interest Rate and Interest Period, if any, shall be at least $2,000,000 500,000 (or a larger integral multiple of $100,000), such lesser amount as agreed to by Agent or the Majority Acquisition Credit Lenders) and at any one time there shall not be in effect more than six three (63) Eurodollar-Interest Periods in effect with respect to Acquisition Credit Advances;
(h) a Request for Acquisition Credit Advance, once delivered to Agent, shall not be revocable by the Borrowers;
(i) each Request for Acquisition Credit Advance shall constitute a certification by the Borrowers, as of the date thereof that:
(i) all conditions to Advances of the Acquisition Credit have been satisfied, and shall remain satisfied to the date of such Advance (both before and after giving effect to such Advance);
(ii) there is no Default or Event of Default in existence, and none will exist upon the making of such Advance (both before and after giving effect to such Advance); and
(iii) the representations and warranties contained in this Agreement and the other 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 Advance (both before and after giving effect to such Advance), other than any representation or warranty that expressly speaks only as of a different date. Agent, acting on behalf of the Acquisition Credit Lenders, may, at its option, lend under this Section 5.3 upon the telephone request of an Authorized Signer and, in the event Agent, acting on behalf of the Acquisition Credit Lenders, makes any such Advance upon a telephone request, the requesting officer shall fax to Agent, on the same day as such telephone request, a Request for Acquisition Credit Advance. The Borrowers hereby authorize Agent to disburse Advances under this Section 5.3 pursuant to the telephone instructions of any person purporting to be an Authorized Signer. Notwithstanding the foregoing, the Borrowers acknowledge that the Borrowers shall bear all risk of loss resulting from disbursements made upon any telephone request. Each telephone request for an Advance shall constitute a certification of the matters set forth in the Request for Acquisition Credit Advance form as of the date of such requested Advance.
Appears in 1 contract
Samples: Credit Agreement (National Technical Systems Inc /Ca/)
Requests for and Refundings and Conversions of Advances. The Company Borrowers may request an Advance of the Revolving Credit, refund any such Advance in the same type of Advance or convert any such Advance to any other type of Advance of the Revolving Credit only after delivery to Agent of a Request for Revolving Credit Advance executed by a person previously Responsible Person or other Person authorized (in a corporate resolution or similar writing delivered to the Agent Agent) by the Company) Borrowers to execute such Request, subject to the following and to the remaining provisions hereoffollowing:
(a) each such Request for Revolving Credit Advance shall set forth the information required on the Request for Revolving Credit Advance form annexed hereto as Exhibit A, including without limitation:
(i) the proposed date of such Advance, which must be a Business Day;
(ii) whether such Advance is a refunding or conversion of an outstanding Advance; and
(iii) whether such Advance is to be a Prime-based Advance or a Eurocurrency-based Advance, and, except in the case of a Prime-based Advance, the first Interest Period applicable thereto.
(b) each such Request for Revolving Credit Advance shall be delivered to Agent by noon 1:00 p.m. (Detroit time) three (3) Business Days prior to the proposed date of Advance, except in the case of a Prime-based Advance, for which the Request for Advance must be delivered by noon 12:00 p.m. (Detroit time) on such proposed date for Advances;
(c) on the proposed date of such Advance,
(i) , after giving effect to all Advances and Letters of the Revolving Credit and of the Swing Line requested by the Company a Borrower but not yet funded on such date of determination (including including, without duplication, the deemed Advances funded by Agent under Section 3.6(a) hereof in respect of the Companyany Borrower's or an applicable Account Party's Reimbursement Obligation reimbursement obligation hereunder), the aggregate outstanding principal amount sum of all Advances to the Company on such date plus (x) the aggregate amount of Letter of Credit Obligations on such date shall not exceed the lesser of then applicable Revolving Credit Aggregate Commitment and the Domestic Borrowing Base; and
(ii) after giving effect to all Advances requested by the Company and the Canadian Permitted Borrower on such date of determination (including deemed Advances funded by Agent under Section 3.6(a) hereof in respect of the Company's or an applicable Account Party's Reimbursement Obligation hereunder), the Dollar Equivalent Amount of the aggregate outstanding principal amount of all Advances of the Revolving Credit and of the Swing Line requested or outstanding on such date plus (y) the aggregate amount of Letter of Credit Obligations as of such date including any Letters of Credit requested on such date date, shall not exceed the lesser of then applicable Revolving Credit Aggregate Commitment and the Combined Borrowing BaseCommitment; provided however, that, in the case of any Advance being applied to refund or convert an outstanding Advance, the aggregate principal amount of such Advances to be refunded or converted shall not be included for purposes of calculating availability under this Section 2.3(c);
(d) in the case of a Prime-based Advance, the principal amount of the initial funding of such Advance, as opposed to any refunding or conversion thereof, shall be at least $1,000,000750,000;
(e) in the case of a Eurocurrency-based Advance, the principal amount of such Advance, plus the amount of any other outstanding Advance of the Revolving Credit to be then combined therewith having the same Applicable Interest Rate and Interest Period, if any, shall be at least $2,000,000 1,000,000 (or a larger integral multiple multiples of $100,000), ) and at any one time there shall not be in effect more than six 4 Eurocurrency-based Rates and Eurocurrency-Interest Periods;
(6f) a Request for Revolving Credit Advance, once delivered to Agent, shall not be revocable by the Borrowers;
(g) each Request for Revolving Credit Advance shall constitute a certification by the Borrowers, as of the date thereof that:
(i) both before and after giving effect to such Advance, the obligations of the Loan Parties set forth in this Agreement and the other Loan Documents to which such Persons are parties are valid, binding and enforceable obligations of such Loan Parties;
(ii) all conditions to Advances of the Revolving Credit have been satisfied and shall remain satisfied to the date of such Advance (both immediately before and immediately after giving effect to such Advance);
(iii) there is no Default or Event of Default in existence, and none will exist upon the making of such Advance (both immediately before and immediately after giving effect to such Advance);
(iv) the representations and warranties contained in this Agreement and the other 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 Advance (both immediately before and immediately after giving effect to such Advance), other than any representation or warranty that expressly speaks only as of a different date; and
(v) the execution of such Request for Advance will not violate the material terms and conditions of any material contract, agreement or other borrowing of any Borrower or Guarantor. Agent, acting on behalf of the Revolving Credit Banks, may, at its option, lend under this corporate resolution or Section 2.3 upon the telephone request of a Responsible Officer or other Person authorized (in a similar writing delivered to the Agent) by the Borrowers to make such requests and, in the event Agent, acting on behalf of the Revolving Credit Banks, makes any such Advance upon a telephone request, the requesting officer shall fax to Agent, on the same day as such telephone request, a Request for Advance. The Borrowers hereby authorize Agent to disburse Advances under this Section 2.3 pursuant to the telephone instructions of any Person purporting to be a Person authorized by the Borrowers in the manner set forth above. Notwithstanding the foregoing, the Company acknowledges that the Borrowers shall bear all risk of loss resulting from disbursements made upon any telephone request. Each telephone request for an Advance shall constitute a certification of the matters set forth in the Request for Revolving Credit Advance form as of the date of such requested Advance.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (MSC Software Corp)
Requests for and Refundings and Conversions of Advances. The Company or any Permitted Borrower (with the countersignature of Company hereunder) may request an Advance of the Revolving Line of Credit, refund any such Advance in the same type of Advance or convert any such Advance to any other type of Advance of the Revolving Line of Credit only after delivery to Agent of a Request for Revolving Credit Advance executed by a person previously an authorized officer of Company or of such Permitted Borrower (in a writing delivered to with the Agent by countersignature of an authorized officer of the Company) to execute such Request), subject to the following and to the remaining provisions hereof:
(a) each such Request for Revolving Credit Advance shall set forth the information required on the Request for Revolving Credit Advance form annexed hereto as Exhibit A, including without limitation:
(i) the proposed date of such Advance, which must be a Business Day;
(ii) whether such Advance is a refunding or conversion of an outstanding Advance; and;
(iii) whether such Advance is to be a Prime-based Advance or a Eurocurrency-based Advance, and, except in the case of a Prime-based Advance, the first Interest Period applicable thereto; and
(iv) in the case of a Eurocurrency-based Advance, the Permitted Currency in which such Advance is to be made.
(b) each such Request for Revolving Credit Advance shall be delivered to Agent by 12 noon (Detroit time) three (3) Business Days prior to the proposed date of Advance, except in the case of a Prime-based Advance, for which the Request for Advance must be delivered by 12:00 noon (Detroit time) on such proposed date for Advancesdate;
(c) the principal amount (or Dollar Amount of the principal amount, if such Advance of the Line of Credit is being initially funded in an Alternative Currency) of such requested Advance, plus the principal amount (or Dollar Amount of the principal amount, if any other such Advance of the Line of Credit is being initially funded in an Alternative Currency) of any other Advances of the Line of Credit being requested on such date, plus the proposed principal amount of all other Advances of the Line of Credit then outstanding hereunder, in each case whether to Company or the Permitted Borrowers (using the Current Dollar Equivalent of any such Advances outstanding in any Alternative Currency, determined pursuant to the terms hereof as of the date of such requested Advance,), shall not exceed the Line of Credit Maximum Amount;
(id) after giving effect to in the case of CAC UK, the principal amount of the Advance of the Line of Credit being requested by CAC UK (determined and tested as aforesaid), plus the principal amount of any other Advances of the Line of Credit, of the Revolving Credit and of the Swing Line being requested on such date (determined and tested as aforesaid), plus the principal amount of any other Advances of the Line of Credit and all Advances of the Revolving Credit and of the Swing Line then outstanding, in each case to the Permitted Borrowers, including CAC UK, plus the aggregate undrawn portion of any Letters of Credit for the account of the Permitted Borrowers (including CAC UK) (using the Current Dollar Equivalent thereof for any Letters of Credit denominated in any Alterative Currency), plus the aggregate face amount of Letters of Credit requested by but not issued for the Company on such date account of determination the Permitted Borrowers (including deemed Advances funded by Agent under Section 3.6(a) hereof in respect of the Company's or an applicable Account Party's Reimbursement Obligation hereunderCAC UK), the aggregate outstanding principal amount of all Advances to the Company on such date plus the aggregate amount of Letter all drawings made under any Letters of Credit Obligations on such date issued for the account of the Permitted Borrowers (including CAC UK) of which the Agent has not received full reimbursement (in each case, determined as aforesaid) shall not exceed the lesser Aggregate Sublimit;
(e) in the case of then applicable either CAC Canada or CAC Ireland, the principal amount of the requested Advance of the Line of Credit (determined and tested as aforesaid), plus the principal amount of any Advance of the Revolving Credit Aggregate Commitment and of the Domestic Borrowing Base; and
(ii) after giving effect to all Advances Swing Line being requested by the Company and the Canadian such Permitted Borrower on such date of determination (including deemed Advances funded by Agent under Section 3.6(a) hereof in respect of the Company's or an applicable Account Party's Reimbursement Obligation hereunderdetermined and tested as aforesaid), plus the Dollar Equivalent Amount of the aggregate outstanding principal amount of any other Advances of the Line of Credit and all Advances of the Revolving Credit and of the Swing Line on then outstanding to such date Permitted Borrower, plus the aggregate undrawn portion of any Letters of Credit for the account of such Permitted Borrower, plus the aggregate face amount of Letters of Credit requested by but not issued for the account of such Permitted Borrower, plus the aggregate amount of Letter all drawings made under any Letters of Credit Obligations on issued for the account of such date Permitted Borrower for which the Agent has not received full reimbursement (in each case, determined as aforesaid) shall not exceed the lesser of then applicable Revolving Credit Aggregate Commitment and Canadian Sublimit or the Combined Borrowing Base; provided howeverIrish Sublimit, that, in as the case of any Advance being applied to refund an outstanding Advance, the aggregate principal amount of such Advances to be refunded shall not be included for purposes of calculating availability under this Section 2.3(c)may be;
(df) in the case of a Prime-based Advance, the principal amount of the initial funding of such Advance, as opposed to any refunding or conversion thereof, shall be at least $1,000,000;
(e) in the case of a Eurocurrency-based Advance, the principal amount of such Advance, plus the amount of any other outstanding Advance of the Revolving Line of Credit to be then combined therewith having the same Applicable Interest Rate and Interest Period, if any, shall be (i) in the case of a Prime-based Advance at least Two Million Five Hundred Thousand Dollars ($2,000,000 2,500,000) and (ii) in the case of a Eurocurrency-based Advance at least Five Million Dollars ($5,000,000) or the equivalent thereof in an Alternative Currency (or a larger integral multiple of One Million Dollars ($100,0001,000,000), or the equivalent thereof in the Applicable Alternative Currency), and at any one time there shall not be in effect more than six (6x) for Advances in Dollars, five (5) Applicable Interest Rates and Interest Periods, and (y) for Advances in any Alternative Currency, three (3) Applicable Interest Rates and Interest Periods for each such currency;
(g) a Request for Advance, once delivered to Agent, shall not be revocable by Company or the Permitted Borrowers;
(h) each Request for Advance shall constitute and include a certification by the Company and the applicable Permitted Borrower, if any, as of the date thereof that:
(i) both before and after such Advance, the obligations of the Company and the Permitted Borrowers set forth in this Agreement and the other Loan Documents to which such Persons are parties are valid, binding and enforceable obligations of the Company and the Permitted Borrowers, as the case may be;
(ii) all conditions to Advances of the Line of Credit have been satisfied, and shall remain satisfied to the date of such Advance (both before and after giving effect to such Advance);
(iii) there is no Default or Event of Default in existence, and none will exist upon the making of such Advance (both before and after giving effect to such Advance);
(iv) the representations and warranties contained in this Agreement and the other 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 Advance (both before and after giving effect to such Advance); and
(v) the execution of such Request for Advance will not violate the material terms and conditions of any material contract, agreement or other borrowing of Company or the Permitted Borrowers.
Appears in 1 contract
Samples: Revolving Credit Agreement (Credit Acceptance Corporation)
Requests for and Refundings and Conversions of Advances. The Company or a Permitted Borrower (with the countersignature of Company hereunder) may request an Advance of the Revolving Credit, refund any such Advance in the same type of Advance or convert any such Advance to any other type of Advance of the Revolving Credit only after delivery to Agent of a Request for Revolving Credit Advance executed by a person previously an authorized officer of Company or of such Permitted Borrower (in a writing delivered to with the Agent by countersignature of an authorized officer of the Company) to execute such Request), subject to the following and to the remaining provisions hereof:
(a) each such Request for Revolving Credit Advance shall set forth the information required on the Request for Revolving Credit Advance form annexed hereto as Exhibit A, including without limitation:
(i) the proposed date of such Advance, which must be a Business Day;
(ii) whether such Advance is a refunding or conversion of an outstanding Advance; and;
(iii) whether such Advance is to be a Prime-based Advance or a Eurocurrency-based Advance, and, except in the case of a Prime-based Advance, the first Interest Period applicable thereto; and
(iv) in the case of a Eurocurrency-based Advance, the Permitted Currency in which such Advance is to be made.
(b) each such Request for Revolving Credit Advance shall be delivered to Agent by 12 noon (Detroit time) three (3) Business Days prior to the proposed date of Advance, except in the case of a Prime-based Advance, for which the Request for Advance must be delivered by 12:00 noon (Detroit time) on such proposed date for Advancesdate;
(c) on the proposed date principal amount (or Dollar Amount of the principal amount, if such Advance of the Revolving Credit is being initially funded in an Alternative Currency) of such requested Advance,
, plus the principal amount (ior Dollar Amount of the principal amount, if such other Advance is being initially funded in an Alternative Currency) after giving effect to all of any other Advances of the Revolving Credit and of the Swing Line being requested by the Company on such date of determination (including deemed Advances funded by Agent under Section 3.6(a) hereof in respect of date, plus the Company's or an applicable Account Party's Reimbursement Obligation hereunder), the aggregate outstanding principal amount of all Advances to the Company on such date plus the aggregate amount of Letter of Credit Obligations on such date shall not exceed the lesser of then applicable Revolving Credit Aggregate Commitment and the Domestic Borrowing Base; and
(ii) after giving effect to all Advances requested by the Company and the Canadian Permitted Borrower on such date of determination (including deemed Advances funded by Agent under Section 3.6(a) hereof in respect of the Company's or an applicable Account Party's Reimbursement Obligation hereunder), the Dollar Equivalent Amount of the aggregate outstanding principal amount of all other Advances of the Revolving Credit and of the Swing Line then outstanding hereunder, in each case whether to Company or the Permitted Borrowers (using the Current Dollar Equivalent of any such Advances outstanding in any Alternative Currency, determined pursuant to the terms hereof as of the date of such requested Advance), plus the aggregate undrawn portion of any Letters of Credit which shall be outstanding as of the date of the requested Advance (based on such date plus the Dollar Amount of the undrawn portion of any Letters of Credit denominated in Dollars and the Current Dollar Equivalent of the undrawn portion of any Letters of Credit denominated in any Alternative Currency), the aggregate face amount of Letters of Credit requested but not yet issued (determined as aforesaid) and the aggregate amount of all drawings made under any Letter of Credit Obligations on such date for which the Agent has not received full reimbursement from the applicable Account Party (using the Current Dollar Equivalent thereof for any Letters of Credit denominated in any Alternative Currency), shall not exceed the lesser of then applicable Revolving Credit Aggregate Commitment and the Combined Borrowing BaseMaximum Amount; provided however, that, in the case of any Advance of the Revolving Credit being applied to refund an outstanding Swing Line Advance, the aggregate principal amount of such Swing Line Advances to be refunded shall not be included for purposes of calculating availability the limitation under this Section 2.3(c3.3(c);
(d) in the case of a Prime-based AdvanceCAC UK, the principal amount of the initial funding Advance of the Revolving Credit being requested by CAC UK (determined and tested as aforesaid), plus the principal amount of any other Advances of the Revolving Credit, of the Swing Line and of the Line Credit being requested by the Permitted Borrowers (including CAC UK) on such Advancedate, plus the principal amount of any other Advances of the Revolving Credit and all Advances of the Swing Line and of the Line of Credit then outstanding to the Permitted Borrowers hereunder (including CAC UK) (determined as opposed to aforesaid), plus the undrawn portion of any refunding or conversion thereofLetter of Credit which shall be outstanding as of the date of the requested Advance for the account of the Permitted Borrowers (including CAC UK), plus the aggregate face amount of Letters of Credit requested but not yet issued for the account of the Permitted Borrowers hereunder, including CAC UK (in each case determined as aforesaid), plus the unreimbursed amount of any draws under any Letters of Credit (using the Current Dollar Equivalent thereof for any Letters of Credit denominated in any Alternative Currency) issued for the account of the Permitted Borrowers (including CAC UK), shall be at least $1,000,000not exceed the Aggregate Sublimit;
(e) in the case of a Eurocurrency-based Advanceeither CAC Canada or CAC Ireland, the principal amount of the Advance of the Revolving Credit being requested by such Permitted Borrower (determined and tested as aforesaid), plus the principal amount of any Swing Line Advance or of any Advance of the Line of Credit being requested by such Permitted Borrower on such date, plus the principal amount of any other Advances of the Revolving Credit and all Advances of the Swing Line and of the Line of Credit then outstanding to such Permitted Borrower hereunder (determined as aforesaid), plus the undrawn portion of any Letter of Credit which shall be outstanding as of the date of the requested Advance for the account of such Permitted Borrower, plus the aggregate face amount of Letters of Credit requested but not yet issued for the account of such Permitted Borrower hereunder (in each case determined as aforesaid), plus the unreimbursed amount of any draws under any Letters of Credit (using the Current Dollar Equivalent thereof for any Letters of Credit denominated in any Alternative Currency) issued for the account of such Permitted Borrower, shall not exceed the Canadian Sublimit or the Irish Sublimit, as the case may be;
(f) the principal amount of such Advance, plus the amount of any other outstanding Advance of the Revolving Credit to be then combined therewith having the same Applicable Interest Rate and Interest Period, if any, shall be (i) in the case of a Prime-based Advance at least Two Million Five Hundred Thousand Dollars ($2,000,000 2,500,000) and (ii) in the case of a Eurocurrency-based Advance at least Five Million Dollars ($5,000,000) or the equivalent thereof in an Alternative Currency (or a larger integral multiple of One Million Dollars ($100,0001,000,000), or the equivalent thereof in the Applicable Alternative Currency), and at any one time there shall not be in effect more than six (6x) for Advances in Dollars, five (5) Applicable Interest Rates and Interest Periods, and (y) for Advances in any Alternative Currency, three (3) Applicable Interest Rates and Interest Periods for each such currency;
(g) a Request for Advance, once delivered to Agent, shall not be revocable by Company or the Permitted Borrowers;
(h) each Request for Advance shall constitute and include a certification by the Company and the applicable Permitted Borrower, if any, as of the date thereof that:
(i) both before and after such Advance, the obligations of the Company and the Permitted Borrowers set forth in this Agreement and the other Loan Documents to which such Persons are parties are valid, binding and enforceable obligations of the Company and the Permitted Borrowers, as the case may be;
(ii) all conditions to Advances of the Revolving Credit have been satisfied, and shall remain satisfied to the date of such Advance (both before and after giving effect to such Advance);
(iii) there is no Default or Event of Default in existence, and none will exist upon the making of such Advance (both before and after giving effect to such Advance);
(iv) the representations and warranties contained in this Agreement and the other 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 Advance (both before and after giving effect to such Advance); and
(v) the execution of such Request for Advance will not violate the material terms and conditions of any material contract, agreement or other borrowing of Company or the Permitted Borrowers.
Appears in 1 contract
Samples: Revolving Credit Agreement (Credit Acceptance Corporation)
Requests for and Refundings and Conversions of Advances. The Company Any Borrower may request an Advance of the Revolving Credit, refund any such Advance in the same type of Advance or convert any such Advance to any other type of Advance of the Revolving Credit only after delivery to Agent of a Request for Revolving Credit Advance executed by a person previously authorized (in a writing delivered to the Agent by the CompanyBorrowers) to execute such Request, subject to the following and to the remaining provisions hereof:
(a) each such Request for Revolving Credit Advance shall set forth the information required on in the Request for Revolving Credit Advance form annexed hereto as Exhibit AAdvance, including without limitation:
(i) the proposed date of such Advance, which must be a Business Day;
(ii) whether such Advance is a refunding or conversion of an outstanding Advance; and
(iii) whether such Advance is to be a Prime-based Advance or a Eurocurrency-based Advance, and, except in the case of a Prime-Prime- based Advance, the first Interest Period applicable thereto.
(b) each such Request for Revolving Credit Advance shall be delivered to Agent by noon (Detroit time) three (3) Business Days prior to the proposed date of Advance, except in the case of a Prime-based Advance, for which the Request for Advance must be delivered by noon 12:00 p.m. (Detroit time) on such proposed date for Advances;
(c) on the proposed date of such Revolving Credit Advance,
(i) , after giving effect to all Advances and all Letters of Credit requested by any of the Revolving Credit and of the Swing Line requested by the Company Borrowers on such date of determination (including deemed Advances funded by Agent under Section 3.6(a) hereof in respect of the Company's or an applicable Account Party's Reimbursement Obligation hereunder)determination, the aggregate outstanding principal amount sum of all Advances to the Company on such date plus the aggregate amount of Letter of Credit Obligations on such date shall not exceed the lesser of then applicable Revolving Credit Aggregate Commitment and the Domestic Borrowing Base; and
(iix) after giving effect to all Advances requested by the Company and the Canadian Permitted Borrower on such date of determination (including deemed Advances funded by Agent under Section 3.6(a) hereof in respect of the Company's or an applicable Account Party's Reimbursement Obligation hereunder), the Dollar Equivalent Amount of the aggregate outstanding principal amount of all Advances of the Revolving Credit and of the Swing Line on such date plus (y) the aggregate amount of outstanding Letter of Credit Obligations on such date shall not exceed the lesser of then applicable Revolving Credit Aggregate Commitment and the Combined Borrowing BaseAvailable Commitment; provided however, that, in the case of any Advance being applied to refund an outstanding Advance, the aggregate principal amount of such Advances to be refunded shall not be included for purposes of calculating availability under this Section 2.3(c);
(d) in the case of a Prime-based Advance, the principal amount of the initial funding of such Advance, as opposed to any refunding or conversion thereof, shall be at least $1,000,000250,000;
(e) in the case of a Eurocurrency-based Advance, the principal amount of such Advance, plus the amount of any other outstanding Advance of the Revolving Credit to be then combined therewith having the same Applicable Interest Rate and Interest Period, if any, shall be at least $2,000,000 (or a larger integral multiple of $100,000), 500,000) and at any one time there shall not be in effect more than six four (64)
Appears in 1 contract
Samples: Credit Agreement (Saturn Electronics & Engineering Inc)
